Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
.

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes
þ
No
o
.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:

Large accelerated filer
þ

Accelerated filer
o

Non-accelerated filer
o
(Do not check if a smaller reporting company)

Smaller reporting company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
.

Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date: common stock, $0.001 par value,
86,174,866 shares as of
November 2, 2010.

Our company, VCA Antech, Inc. (VCA) is a Delaware corporation formed in 1986 and is based in
Los Angeles, California. We are an animal healthcare company with three strategic segments: animal
hospitals (Animal Hospital), veterinary diagnostic laboratories (Laboratory) and veterinary
medical technology (Medical Technology).

We operate a full-service veterinary diagnostic laboratory network serving all 50 states and
certain areas in Canada. Our laboratory network provides sophisticated testing and consulting
services used by veterinarians in the detection, diagnosis, evaluation, monitoring, treatment and
prevention of diseases and other conditions affecting animals. At September 30, 2010, we operated
49 laboratories of various sizes located strategically throughout the United States and Canada.

Our Medical Technology segment sells digital radiography and ultrasound imaging equipment,
provides education and training on the use of that equipment, provides consulting and mobile
imaging services, and sells software and ancillary services to the veterinary market.

2. Basis of Presentation

Our accompanying unaudited, condensed, consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States (GAAP) for interim
financial information and in accordance with the rules and regulations of the United States
Securities and Exchange Commission (SEC). Accordingly, they do not include all of the
information and notes required by GAAP for annual financial statements as permitted under
applicable rules and regulations. In the opinion of management, all normal recurring adjustments
considered necessary for a fair presentation have been included. The results of operations for the
three and nine months ended September 30, 2010 are not necessarily indicative of the results to be
expected for the full year ending December 31, 2010. For further information, refer to our
consolidated financial statements and notes thereto included in our 2009 Annual Report on Form
10-K.

Certain reclassifications have been made herein to 2009 amounts to conform to the current year
presentation. For the three and nine months ended September 30, 2009, we reclassified certain
business operations from our Medical Technology segment to our Laboratory segment to conform to the
current year presentation; the reclassifications did not have a material impact on either of our
segments.

The preparation of our condensed, consolidated financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the amounts reported in our
condensed, consolidated financial statements and notes thereto. Actual results could differ from
those estimates.

3. Multiple-Deliverable Revenue Arrangements

In October 2009, the FASB issued new accounting guidance related to multiple-deliverable
revenue arrangements. The new guidance was designed to result in financial reporting that better
reflects the underlying economics of multiple-deliverable transactions. We early adopted the new
guidance on January 1, 2010, which resulted in the more timely recognition of revenue in our
Medical Technology business segment. The early adoption resulted in the recognition of
approximately $1.1 million and $3.1 million in incremental revenue for the three and nine months
ended September, 2010, respectively, in comparison to the revenue that would have been recognized
under previous accounting guidance.

Our Medical Technology business segment sells Digital Radiography (DR) imaging equipment to
end users and to distributors in international markets which includes receptor plates, related
computer equipment, software and additional related equipment, with one year of warranty support on
the receptor plates and items related to the plates, and technical support on all software provided
with the equipment. Distributors sell the DR products and warranties to the end customers and are
responsible for all support provided directly to the end customer. The support that we provide to
distributors is limited to the machines that are under a current support program and includes a
level of warranty coordination, support and facilitation, including technical support related to
the receptor plates, and receptor plate replacement during warranty repair ensuring limited down
time to the end customer.

Under the new accounting guidance, sales arrangement consideration is allocated at the
inception of the arrangement to all deliverables using the relative selling price method, whereby
any discount in the arrangement is allocated proportionally to each deliverable on the basis of
each deliverables selling price. The selling price for each deliverable is based on
vendor-specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is
not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. For
elements where VSOE is available, VSOE of fair value is based on the price for those products and
services when sold separately by us or the price established by management with the relevant
authority. TPE of selling price is the price of our, or any of our competitors, largely
interchangeable products or services in stand-alone sales to similarly situated customers.

We do not currently have VSOE for our DR imaging equipment as units are not sold on a
stand-alone basis without the related support packages. As this is also true for our competitors,
TPE of selling price is also unavailable. We therefore use the ESP to allocate the arrangement
consideration related to our DR imaging equipment. Our ESP was based upon the actual selling price
of our DR equipment bundled with our Sound Assurance warranty. We calculated the stand-alone
selling price of the DR equipment using a cost plus margin approach. The stand-alone cost in most
cases was determined using manufacturer data. The margin however was based upon the amount
received on the actual sale of the bundled product, which does not differ materially from the
margin exclusive of the post-contract customer support (PCS). By utilizing this cost plus actual
margin method we were able to incorporate both our internal pricing strategies in addition to
external market conditions.

In domestic markets we have VSOE for our PCS as the support package is sold on a stand-alone
basis. Our PCS agreements normally include a warranty on the receptor plate and technical support
on the software elements. In foreign markets however, we do not have VSOE on the receptor plate
warranties. Accordingly we use a similar cost plus margin approach to determine the ESP.

The changes made under the new accounting guidance did not cause any changes in the units of
accounting related to our arrangements.

The new guidance resulted in a different allocation of revenue to the deliverables in the
current fiscal year, which changed the pattern and timing of revenue recognition for these elements
but did not change the total revenue to be recognized for the arrangement. Revenue and gross
profit increased by approximately $1.1 million and $271,000, respectively, for the three months
ending September 30, 2010 and by $3.1 million and $816,000, respectively, for the nine months
ending September 30, 2010, primarily as a result of the acceleration of revenue
related to the delivery of the equipment in international markets.

We are not able to reasonably estimate the effect of adopting these standards on future
financial periods as the impact will vary based on the nature and volume of new or materially
modified arrangements in any given period.

Goodwill represents the excess of the aggregate of the consideration transferred, the fair
value of any noncontrolling interest in the acquiree and for a business combination achieved in
stages, the acquisition-date fair value of any previously held equity interest over the net of the
fair value of identifiable assets acquired and liabilities assumed. The following table presents
the changes in the carrying amount of our goodwill for the nine months ended September 30, 2010 (in
thousands):

Animal

Medical

Hospital

Laboratory

Technology

Total

Balance as of December 31, 2009

$

861,868

$

96,285

$

27,521

$

985,674

Goodwill acquired

83,505

7



83,512

Goodwill related to noncontrolling interests

3,237





3,237

Other
(1)

(756

)

507

2,142

1,893

Balance as of September 30, 2010

$

947,854

$

96,799

$

29,663

$

1,074,316

(1)

Other includes purchase-price adjustments which consist primarily of an adjustment
to the valuation of deferred tax assets, buy-outs, earn-out payments and foreign currency
translation adjustments.

Other Intangible Assets

In addition to goodwill, we have amortizable intangible assets at September 30, 2010 and
December 31, 2009 as follows (in thousands):

The estimated amortization expense related to intangible assets for the remainder of 2010 and
each of the succeeding years thereafter as of September 30, 2010 is as follows (in thousands):

Remainder of 2010

$

2,631

2011

9,809

2012

8,715

2013

6,504

2014

5,475

Thereafter

12,720

Total

$

45,854

5. Other Accrued Liabilities

Other accrued liabilities consisted of the following (in thousands):

September 30,

December 31,

2010

2009

Deferred revenue

$

9,397

$

12,497

Holdbacks

3,236

1,640

Accrued health insurance

4,734

4,484

Deferred rent

3,326

2,989

Accrued workers compensation insurance

1,567

2,217

Customer deposits

3,019

3,783

Other

25,680

15,688

$

50,959

$

43,298

6. Long-Term Obligations

In August 2010, we entered into a new senior credit facility that provided $500.0 million of
senior term notes and a $100.0 million revolving credit facility. The terms of the new senior
credit facility are discussed in this footnote under
Senior Credit Facility
. The funds borrowed
under the new senior term notes were used to retire our existing senior term notes in the principal
amount of $505.4 million. In connection with the refinancing transactions, we wrote off previously
deferred financing costs and paid financing costs. We incurred $9.4 million in debt retirement
costs, of which approximately $2.6 million, or $1.6 million after tax were recognized as part of
income from continuing operations and approximately $6.8 million were capitalized as deferred
financing costs. Included in the $2.6 million of debt retirement costs included in income from
continuing operations was approximately $232,000 in previously deferred financing costs that were
written off as part of the transaction. The following table summarizes our long-term obligations
at September 30, 2010 and December 31, 2009 (in thousands):

In August 2010 we entered into a new senior credit facility with various lenders for $600
million of senior secured credit facilities with Bank of America, N.A. as the syndication agent and
Wells Fargo Bank, N.A. as the administrative agent. The senior credit facility includes $500
million of senior term notes and a $100 million revolving credit facility. The revolving credit
facility allows us to borrow up to an aggregate principal amount of $100 million and may be used to
borrow, on a same-day notice under a swing line, the lesser of $10 million or the aggregate unused
amount of the revolving credit facility then in effect. At September 30, 2010 we had no borrowings
outstanding under our revolving credit facility.

Interest Rate.
In general, borrowings under the senior term notes and the revolving credit
facility bear interest, at our option, on either:



the base rate (as defined below); or



the adjusted Eurodollar rate (as defined below) plus a margin of 2.25% (Level III, see
table below) per annum until the date of delivery of the compliance certificate and the
financial statements for the period ending March 31, 2011, at which time the applicable
margin will be determined by reference to the leverage ratio in effect from time to time as
set forth in the following table:

Applicable Margin for

Applicable Revolving

Level

Leverage Ratio

Eurodollar Rate Loans

Commitment Fee %

I

>
2.75:1.00

2.75

%

0.50

%

II

< 2.75:1.00 and
>
2.25:1.00

2.50

%

0.50

%

III

< 2.25:1.00 and
>
1.75:1.00

2.25

%

0.50

%

IV

< 1.75:1.00 and
>
1.25:1.00

2.00

%

0.50

%

V

< 1.25:1.00

1.75

%

0.375

%

The base rate is a rate per annum equal to the greatest of Wells Fargos prime rate in effect
on such day, the Federal funds effective rate in effect on such day plus 0.50% and the adjusted
Eurodollar rate for a one-month interest period commencing on such day plus 1.0%. The adjusted
Eurodollar rate is defined as the rate per annum obtained by dividing (1) the rate of interest
offered to Wells Fargo on the London interbank market by (2) a percentage equal to 100% minus the
stated maximum rate of all reserve requirements applicable to any member bank of the Federal
Reserve System in respect of Eurocurrency liabilities.

Maturity and Principal Payments
. The senior term notes mature on August 19, 2015. Principal
payments on the senior term notes are paid quarterly in the amount of $6.3 million for the first
two years beginning on December 31, 2010, quarterly payments of $9.4 million for the two years
following, and quarterly payments of $12.5 million for the three quarters prior to maturity at
which time the remaining balance is due. The following table sets forth the remaining scheduled
principal payments for our senior term notes (in thousands):

The revolving credit facility matures on August 19, 2015. Principal payments on the revolving
credit facility are made at our discretion with the entire unpaid amount due at maturity.

Guarantees and Security.
We and each of our wholly-owned subsidiaries guarantee the
outstanding debt under the senior credit facility. These borrowings, along with the guarantees of
the subsidiaries, are further secured by substantially all of our consolidated assets. In
addition, these borrowings are secured by a pledge of substantially all of the capital stock, or
similar equity interests, of our wholly-owned subsidiaries.

Debt Covenants.
The senior credit facility contains certain financial covenants pertaining to
fixed charge coverage and leverage ratios. In addition, the senior credit facility has
restrictions pertaining to capital expenditures, acquisitions and the payment of cash dividends on
all classes of stock. We believe the most restrictive covenant is the fixed charge coverage ratio.
At September 30, 2010 we had a fixed charge coverage ratio of 1.57 to 1.00, which was in
compliance with the required ratio of no less than 1.20 to 1.00.

Interest Rate Swap Agreements

In accordance with current accounting guidance
,
all investments in derivatives are recorded at
fair value. A derivative is typically defined as an instrument whose value is derived from an
underlying instrument, index or rate, has a notional amount, requires little or no initial
investment and can be net settled. Our derivatives are reported as current assets and liabilities
or other non-current assets or liabilities as appropriate.

We use interest rate swap agreements to mitigate our exposure to increasing interest rates as
well as to maintain an appropriate mix of fixed-rate and variable-rate debt.

If we determine that contracts are effective at meeting our risk reduction and correlation
criteria we account for them using hedge accounting. Under hedge accounting, we recognize the
effective portion of changes in the fair value of the contracts in other comprehensive income and
the ineffective portion in earnings. If we determine that contracts do not, or no longer, meet our
risk reduction and correlation criteria, we account for them under a fair-value method recognizing
changes in the fair value in earnings in the period of change. If we determine that a contract no
longer meets our risk reduction and correlation criteria, or if the derivative expires, we
recognize in earnings any accumulated balance in other comprehensive income related to the contract
in the period of determination. For interest rate swap agreements accounted for under hedge
accounting, we assess the effectiveness based on changes in their intrinsic value with changes in
the time value portion of the contract reflected in earnings. All cash payments made or received
under the contracts are recognized in interest expense.

Credit exposure associated with nonperformance by the counterparties to derivative instruments
is generally limited to the uncollateralized fair value of the asset related to instruments
recognized in the consolidated balance sheets. We attempt to mitigate the risk of nonperformance
by selecting counterparties with high credit ratings and monitoring their creditworthiness and by
diversifying derivative amounts with multiple counterparties.

The contractual or notional amounts for derivatives are used to calculate the exchange of
contractual payments under the agreements and are not representative of the potential for gain or
loss on these instruments. Interest rates affect the fair value of derivatives. The fair values
generally represent the estimated amounts that we would expect to receive or pay upon termination
of the contracts at the reporting date. The fair values are based upon dealer quotes when
available or an estimate using values obtained from independent pricing services, costs to settle
or quoted market prices of comparable instruments.

As of the quarter ended March 31, 2010, all of our interest rate swap agreements had expired
and we have not entered into any new agreements during the quarters ended June 30, 2010 and
September 30, 2010.

The following table summarizes cash paid and ineffectiveness reported in earnings as a result
of our interest rate swap agreements (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2010

2009

2010

2009

Cash paid
(1)

$



$

1,895

$

382

$

7,867

Recognized loss (gain) from ineffectiveness
(2)

$



$

1

$



$

(70

)

(1)

Our interest rate swap agreements effectively converted a certain amount of our variable-rate
debt under our senior credit facility to fixed-rate for purposes of hedging against the risk
of increasing interests rates. The above table depicts cash payments to the counterparties on
our swap agreements. These payments are offset by a corresponding decrease in interest paid
on our variable-rate debt under our senior credit facility. These amounts are included in
interest expense, net in our condensed, consolidated income statements.

(2)

These recognized losses and gains are included in other income in our condensed, consolidated
income statements.

7. Fair Value Measurements

Current fair value accounting guidance includes a hierarchy that is intended to increase
consistency and comparability in fair value measurements and related disclosures. The fair value
hierarchy is based on inputs to valuation techniques that are used to measure fair value that are
either observable or unobservable. Observable inputs reflect assumptions market participants would
use in pricing an asset or liability based on market data obtained from independent sources while
unobservable inputs reflect a reporting entitys pricing based upon their own market assumptions.
The current guidance establishes a three-tiered fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:



Level 1.
Observable inputs such as quoted prices in active markets;



Level 2.
Inputs, other than quoted prices, that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active; and



Level 3.
Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.

Fair Value of Financial Instruments

The FASB accounting guidance requires disclosure of fair value information about financial
instruments, whether or not recognized in the accompanying condensed, consolidated balance sheets.
Fair value as defined by the guidance is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value estimates of financial instruments are not necessarily indicative of the
amounts we might pay or receive in actual market transactions. The use of different market
assumptions and/or estimation methodologies may have a material effect on the estimated fair value
amounts.

Cash and Cash Equivalents.
These balances include cash and cash equivalents with maturities
of less than three months. The carrying amount approximates fair value due to the short-term
maturities of these instruments.

Receivables, Less Allowance for Doubtful Accounts, Accounts Payable and Certain Other Accrued
Liabilities.
Due to their short-term nature, fair value approximates carrying value.

Long-Term Debt.
We believe the carrying value of our variable-rate senior term debt at
September 30, 2010 is a reasonable estimate of fair value. We believe the carrying value of our
variable-rate debt at December 31, 2009 was not a reasonable estimate of fair value due to changes
in the credit markets during 2009. We estimated the fair value of our variable-rate debt using
discounted cash flow techniques utilizing current market rates, which incorporate our credit risk.

The following table reflects the carrying value and fair value of our long-term debt (in
thousands):

There were no stock options granted during the nine months ended September 30, 2010. The
aggregate intrinsic value of our stock options exercised during the three and nine months ended
September 30, 2010 was $166,000, and $2.1 million, respectively, and the actual tax benefit
realized on options exercised during these periods was $64,000 and $827,000, respectively.

At September 30, 2010 there was $1.9 million of total unrecognized compensation cost related
to our stock options. This cost is expected to be recognized over a weighted-average period of 1.4
years.

The compensation cost that has been charged against income for stock options for the three
months ended September 30, 2010 and 2009 was $414,000 and $471,000, respectively. The
corresponding income tax benefit recognized was $161,000 and $183,000 for the three months ended
September 30, 2010 and 2009, respectively.

The compensation cost that has been charged against income for stock options for the nine
months ended September 30, 2010 and 2009 was $2.2 million and $1.5 million, respectively. The
corresponding income tax benefit recognized was $872,000 and $574,000 for the nine months ended
September 30, 2010 and 2009, respectively.

Nonvested Stock Activity

There were 240,400 nonvested common stock awards granted to employees during the three and
nine months ended September 30, 2010. These awards will vest in equal annual installments over
four years from the date of the grant. In addition, during the nine months ended September 30,
2010 we granted 11,104 shares of nonvested common stock to our non-employee directors, which will
vest in equal annual installments over three years from the date of grant.

Total compensation cost charged against income related to nonvested stock awards was $1.2
million and $1.5 million for the three months ended September 30, 2010 and 2009, respectively. The
corresponding income tax benefit recognized in the income statement was $476,000 and $603,000 for
the three months ended September 30, 2010 and 2009, respectively.

Total compensation cost charged against income related to nonvested stock awards was $5.2
million and $4.5 million for the nine months ended September 30, 2010 and 2009, respectively. The
corresponding income tax benefit recognized in the income statement was $2.0 and $1.7 million for
the nine months ended September 30, 2010 and 2009, respectively.

At September 30, 2010, there was $9.8 million of unrecognized compensation cost related to
these nonvested shares, which will be recognized over a weighted-average period of 3.0 years. A
summary of our nonvested stock activity for the nine months ended September 30, 2010 is as follows:

Pursuant to the terms of the 2006 Equity Incentive Plan, on April 17, 2009, we awarded 84,757
restricted stock units in lieu of cash bonuses to our four senior executive officers for services
performed in fiscal year 2008. Restricted stock units differ from the nonvested stock awards
mentioned above in that the restricted stock units were fully vested or earned by the employee on
the grant date; however, are restricted such that the participant will not have any right, title,
or interest in, or otherwise be considered the owner of, any of the shares of common stock covered
by the restricted stock units until such shares of common stock are settled. The restricted stock
units will be settled upon the first to occur of the following: May 1, 2012, the date of the senior
executives separation from service, death or disability, or the date of a change in control. The
restricted stock units had a grant date fair value of $22.90 per share resulting in a total value
of $1.9 million and the grant was reported as a non-cash financing activity for the September 30,
2009 period. There were no restricted stock grants for the September 30, 2010 period.

9. Calculation of Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number
of shares outstanding during the period. Diluted earnings per share is calculated by dividing net
income by the weighted-average number of common shares outstanding, after giving effect to all
dilutive potential common shares outstanding during the period. Basic and diluted earnings per
share were calculated as follows (in thousands, except per share amounts):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2010

2009

2010

2009

Net income attributable to VCA Antech, Inc

$

27,431

$

36,361

$

88,770

$

106,076

Weighted-average common shares outstanding:

Basic

86,086

85,217

85,985

84,909

Effect of dilutive potential common shares:

Stock options

632

951

812

779

Nonvested shares

246

263

201

205

Diluted

86,964

86,431

86,998

85,893

Basic earnings per share

$

0.32

$

0.43

$

1.03

$

1.25

Diluted earnings per share

$

0.32

$

0.42

$

1.02

$

1.23

For the three months ended September 30, 2010 and 2009, potential common shares of 1,162,389
and 9,111, respectively, were excluded from the computation of diluted earnings per share because
their inclusion would have had an antidilutive effect.

For the nine months ended September 30, 2010 and 2009, potential common shares of 13,919 and
1,227,008, respectively, were excluded from the computation of diluted earnings per share because
their inclusion would have had an antidilutive effect.

Total comprehensive income consists of net income and the other comprehensive income during
the three and nine months ended September 30, 2010 and 2009. The following table provides a
summary of comprehensive income (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2010

2009

2010

2009

Net income

$

28,587

$

37,486

$

92,036

$

109,335

Other comprehensive income:

Foreign currency translation adjustments

172

415

103

592

Unrealized gain on foreign currency

364

316

287

473

Tax expense

(142

)

(124

)

(112

)

(185

)

Unrealized loss on hedging instruments



(245

)

(2

)

(1,315

)

Tax benefit



96

1

514

Losses on hedging instruments reclassified to income



1,895

382

7,867

Tax benefit



(741

)

(149

)

(3,076

)

Other comprehensive income

394

1,612

510

4,870

Total comprehensive income

28,981

39,098

92,546

114,205

Comprehensive income attributable to noncontrolling interests

1,156

1,125

3,266

3,259

Comprehensive income attributable to VCA Antech, Inc

$

27,825

$

37,973

$

89,280

$

110,946

11. Lines of Business

Our reportable segments are Animal Hospital, Laboratory and Medical Technology. These
segments are strategic business units that have different services, products and/or functions. The
segments are managed separately because each is a distinct and different business venture with
unique challenges, risks and rewards. Our Animal Hospital segment provides veterinary services for
companion animals and sells related retail and pharmaceutical products. Our Laboratory segment
provides diagnostic laboratory testing services for veterinarians, both associated with our animal
hospitals and those independent of us. Our Medical Technology segment sells digital radiography
and ultrasound imaging equipment, related computer hardware, software and ancillary services to the
veterinary market. We also operate a corporate office that provides general and administrative
support services for our other segments.

The accounting policies of our segments are essentially the same as those described in the
summary of significant accounting policies included in our 2009 Annual Report on Form 10-K. See
Note 3,
Multiple-Deliverable Revenue Arrangements
, for an update on our revenue recognition
policies as a result of implementing the FASBs accounting guidance on multiple-deliverable revenue
arrangements. We evaluate the performance of our segments based on gross profit and operating
income. For purposes of reviewing the operating performance of our segments all intercompany sales
and purchases are generally accounted for as if they were transactions with independent third
parties at current market prices.

The following is a summary of certain financial data for each of our segments (in thousands):

Animal

Medical

Intercompany

Hospital

Laboratory
(1)

Technology
(1)

Corporate

Eliminations

Total
(1)

Three Months Ended September 30, 2010

External revenue

$

276,739

$

67,872

$

14,092

$



$



$

358,703

Intercompany revenue



9,420

3,314



(12,734

)



Total revenue

276,739

77,292

17,406



(12,734

)

358,703

Direct costs

230,113

42,579

12,152



(11,440

)

273,404

Gross profit

46,626

34,713

5,254



(1,294

)

85,299

Selling, general and administrative expense

5,599

6,804

3,731

10,971



27,105

Net loss on sale and disposal of assets

114

20

17

1



152

Operating income (loss)

$

40,913

$

27,889

$

1,506

$

(10,972

)

$

(1,294

)

$

58,042

Depreciation and amortization

$

8,258

$

2,464

$

606

$

616

$

(263

)

$

11,681

Capital expenditures

$

16,969

$

1,599

$

428

$

1,394

$

(640

)

$

19,750

Three Months Ended September 30, 2009

External revenue

$

257,385

$

69,712

$

11,465

$



$



$

338,562

Intercompany revenue



8,167

1,850



(10,017

)



Total revenue

257,385

77,879

13,315



(10,017

)

338,562

Direct costs

206,172

41,976

9,247



(9,410

)

247,985

Gross profit

51,213

35,903

4,068



(607

)

90,577

Selling, general and administrative expense

5,162

5,621

3,753

10,159



24,695

Net loss on sale and disposal of assets

400

1

1

7



409

Operating income (loss)

$

45,651

$

30,281

$

314

$

(10,166

)

$

(607

)

$

65,473

Depreciation and amortization

$

6,777

$

2,377

$

603

$

603

$

(214

)

$

10,146

Capital expenditures

$

10,571

$

2,388

$

347

$

557

$

(549

)

$

13,314

(1)

Certain prior year amounts have been reclassified to reflect the transfer of certain
business operations to the Laboratory segment from the Medical Technology segment. The
reclassifications did not have a material impact on either of our segments.

Certain prior year amounts have been reclassified to reflect the transfer of certain
business operations to the Laboratory segment from the Medical Technology segment. The
reclassifications did not have a material impact on either of our segments.

We have certain commitments, including operating leases and purchase agreements. These items
are discussed in detail in our consolidated financial statements and notes thereto included in our
2009 Annual Report on Form 10-K. We also have contingencies as follows:

a. Earn-Out Payments

We have contractual arrangements in connection with certain acquisitions that were accounted
for under previous business combinations accounting guidance, whereby additional cash may be paid
to former owners of acquired companies upon attainment of specified financial criteria as set forth
in the respective agreements. The amount to be paid cannot be determined until the earn-out
periods expire and the attainment of criteria is established. If the specified financial criteria
are attained, at September 30, 2010, we will be obligated to pay an additional $1.3 million. We
adopted new accounting guidance regarding business combinations for acquisitions with acquisition
dates of January 1, 2009 or later. Under the new guidance contingent consideration, such as
earn-out liabilities, are now recognized as part of the consideration transferred on the
acquisition date and a corresponding liability is recorded based on the fair value of the
liability if the fair value is known or determinable. The changes in fair value are recognized in earnings where applicable at each reporting
period.

b. Other Contingencies

We have certain contingent liabilities resulting from litigation and claims incident to the
ordinary course of our business. We believe that the probable resolution of such contingencies
will not have a material adverse effect on our consolidated financial position, results of
operations or cash flows.

13. Subsequent Events

On November 1, 2010, we acquired the remaining 29.6% interest in Pet DRx Corporation (Pet
DRx), a provider of veterinary primary care and specialized services to companion
animals. The acquisition expands our presence in the California market. Under the
agreement we acquired Pet DRx for a total purchase price of
$41.3 million of which approximately $4.1 million was
disbursed subsequent to the quarter ended September 30, 2010. The results of
Pet DRx are reported within our Animal Hospital segment.

The following discussion should be read in conjunction with our condensed, consolidated
financial statements provided under Part I, Item I of this Quarterly report on Form 10-Q. We have
included herein statements that constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements
in this report using words like believe, intend, expect, estimate, may, plan, should
plan, project, contemplate, anticipate, predict, potential, continue, or similar
expressions. You may find some of these statements below and elsewhere in this report. These
forward-looking statements are not historical facts and are inherently uncertain and outside of our
control. Any or all of our forward-looking statements in this report may turn out to be wrong.
They can be affected by inaccurate assumptions we might make, or by known or unknown risks and
uncertainties. Many factors mentioned in our discussion in this report will be important in
determining future results. Consequently, no forward-looking statement can be guaranteed. Actual
future results may vary materially. Factors that may cause our plans, expectations, future
financial condition and results to change are described throughout this report and in our Annual
Report on Form 10-K, particularly in Risk Factors, Part I, Item 1A of that report.

The forward-looking information set forth in this Quarterly Report on Form 10-Q is as of
November 8, 2010, and we undertake no duty to update this information. Shareholders and
prospective investors can find information filed with the SEC after November 8, 2010 at our website
at
http://investor.vcaantech.com
or at the SECs website at
www.sec.gov
.

We are a leading national animal healthcare company. We provide veterinary services and
diagnostic testing to support veterinary care and we sell diagnostic imaging equipment, other
medical technology products and related services to veterinarians. Our reportable segments are as
follows:

Our Laboratory segment operates the largest network of veterinary diagnostic
laboratories in the nation. Our laboratories provide sophisticated testing and consulting
services used by veterinarians in the detection, diagnosis, evaluation, monitoring,
treatment and prevention of diseases and other conditions affecting animals. At September
30, 2010, our Laboratory network consisted of 49 laboratories serving all 50 states and
certain areas in Canada.

The practice of veterinary medicine is subject to seasonal fluctuation. In particular, demand
for veterinary services is significantly higher during the warmer months because pets spend a
greater amount of time outdoors where they are more likely to be injured and are more susceptible
to disease and parasites. In addition, use of veterinary services may be affected by levels of
flea infestation, heartworm and ticks, and the number of daylight hours.

Our revenue has been adversely impacted by the current economic recession. We are unable to
forecast the timing or degree of any economic recovery. Further, trends in the general economy may
not be reflected in our business at the same time or in the same degree as in the general economy.
The timing and degree of any economic recovery, and its impact on our business, are among the
important factors that could cause our actual results to differ from our forward-looking
information.

Executive Overview

During the three and nine months ended September 30, 2010, the slow pace of the economic
recovery continued to impact organic revenue growth in both our Animal Hospital and Laboratory
business segments. We achieved an increase in consolidated revenue through acquired animal
hospitals and internal revenue growth in our Medical Technology business segment. Our Animal
Hospital same-store revenue declined 4.0% and 2.5% for the three and nine months ended September
30, 2010, respectively. Our Laboratory internal revenue declined 0.9% and 0.4% for the three and
nine months ended September 30, 2010. Our overall earnings for the quarter and year-to-date
included $2.6 million, or $1.6 million net of tax, in costs related to the refinancing of our
long-term debt and $5.4 million, or $3.5 million net of tax, related to additional state tax
payments required as a result of a tax settlement reached during the quarter. The nine months
ended

September 30,
2010 was also affected by the impact of charges for executive
compensation related to consulting agreements entered into during the second quarter.

Refinancing Transactions

On August 19, 2010 we refinanced our senior credit facility. The new senior credit facility
provides for $500 million of senior term notes and a $100 million revolving credit facility. Both
the senior term notes and the revolving credit facility are priced at LIBOR plus 225 basis points,
a 75 basis point increase from our previous credit facility, see Note 6,
Long-Term Obligations
, in
our condensed, consolidated financial statements of this quarterly report on Form 10-Q for a more
detailed discussion of applicable interest rates on our new debt. In conjunction with these
refinancing transactions, we incurred $9.4 million in debt retirement costs of which approximately
$2.6 million, or $1.6 million after tax were recognized as part of income from continuing
operations for the three and nine months ended September 30, 2010 and the remaining $6.8 million
were capitalized as deferred financing costs which will be amortized over the term of the credit
facility. Included in the $2.6 million of debt retirement costs included in income from continuing
operations was approximately $232,000 of previously deferred financing costs that were written off
as part of the transaction.

Acquisitions and Facilities

Our growth strategy includes the acquisition of independent animal hospitals. We currently
anticipate that we will acquire $110 million to $120 million, inclusive of Pet DRx Corporation, of
annualized Animal Hospital revenue by the end of 2010. We also evaluate the acquisition of animal
hospital chains and laboratories, or related businesses if favorable opportunities are presented.
The following table summarizes the changes in the number of facilities operated by our Animal
Hospital and Laboratory segments during the nine months ended September 30, 2010:

Animal Hospitals:

Beginning of period

489

Acquisitions

40

Sold, closed or merged

(6

)

End of period

523

Laboratories:

Beginning of period

47

Acquisitions



Acquisitions relocated into our existing laboratories

(1

)

Created

3

End of period

49

The following table summarizes the aggregate consideration for the 17 independent animal
hospitals and three laboratories acquired during the nine months ended September 30, 2010, and the
allocation of the purchase price (in thousands):

Consideration:

Cash
(1)

$

38,294

Contingent consideration

259

Fair value of total consideration transferred

$

38,553

Allocation of the Purchase Price:

Tangible assets

$

2,425

Identifiable intangible assets

5,614

Goodwill
(2)

34,208

Other liabilities assumed

(3,694

)

Total

$

38,553

(1)

See the
Cash Flows from Investing Activities
section in the Liquidity and Capital
Resources discussion for reconciliation of cash paid for acquisitions per this schedule to the
condensed, consolidated statement of cash flows.

We expect that $24.4 million of the goodwill recorded for these acquisitions as of
September 30, 2010 will be fully deductible for income tax purposes.

In addition to the purchase price listed above, we made cash payments for real estate acquired
in connection with our acquisition of animal hospitals totaling $5.8 million for the nine months
ended September 30, 2010.

Acquisition of Pet DRx Corporation

On July 1, 2010, we acquired a 70.4% interest in Pet DRx Corporation (Pet DRx), a provider
of veterinary primary care and specialized services to companion animals. Pet DRx operated 23
animal hospitals in California at the time of its acquisition. The acquisition expands our
presence in the California market. We acquired the remaining portion of Pet DRx in November 2010.
The aggregate purchase price in both steps was $41.3 million. Our condensed, consolidated
financial statements reflect the operating results of Pet DRx since July 1, 2010.

The following table summarizes the purchase price in the first step of the Pet DRx acquisition
and the preliminary allocation of the purchase price (in thousands):

Consideration:

Cash paid to bondholders

$

29,532

Cash paid to shareholders

$

4,520

Fair value of total consideration transferred

$

34,052

Allocation of the Purchase Price:

Tangible assets

$

7,668

Identifiable intangible assets

3,074

Goodwill
(1)

51,908

Other liabilities assumed

(25,428

)

Total

37,222

Noncontrolling interest

(3,170

)

$

34,052

Acquisition-related costs
(included in selling, general and administrative
expense in our income statement for the three months ended September
30, 2010)

$

1,236

Acquisition-related costs
(included in selling, general and administrative
expense in our income statement for the nine months ended September
30, 2010)

$

2,108

(1)

As of September 30, 2010, we have not finalized the determination of the amount of
goodwill that will be deductible for income tax purposes.

The allocation of the purchase price is preliminary because certain events have not occurred
or have not been completed or finalized, including but not limited to, the valuation of assets,
including intangible assets, and liabilities.

The purchase price paid in the second step of the Pet DRx acquisition will be first reflected
in our financial statements for the fourth quarter 2010.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States (GAAP), which require management to make estimates and
assumptions that affect reported amounts. The estimates and assumptions are based on historical
experience and on other factors that management believes to be reasonable. Actual results may
differ from those estimates. Critical accounting policies represent the areas where more
significant judgments and estimates are used in the preparation of our consolidated financial
statements. A discussion of such critical accounting policies, which include revenue recognition,
valuation of goodwill and other intangible assets, income taxes, and self-insured liabilities can
be found in our 2009 Annual Report on Form 10-K. During
the quarter ended March 31, 2010, we implemented new accounting guidance related to
multiple-deliverable revenue arrangements. Other than the changes to our revenue recognition
policies there have been no other material changes to the policies noted above as of this quarterly
report on Form 10-Q for the period ended September 30, 2010.

We sell our digital radiography imaging equipment with multiple elements, including hardware,
software licenses and/or services. Under new accounting guidance, tangible products containing
software components and nonsoftware components that function together to deliver the tangible
products essential functionality are now accounted for under the FASBs guidance pertaining to
multiple-deliverable revenue arrangements. These types of arrangements were previously accounted
for under software accounting guidance. Accordingly, we now account for our digital radiography
imaging equipment under this revised guidance.

Sales arrangement consideration is allocated at the inception of the arrangement to all
deliverables using the relative selling price method, whereby any discount in the arrangement is
allocated proportionally to each deliverable on the basis of each deliverables selling price. The
selling price for each deliverable is based on vendor-specific objective evidence (VSOE) if
available, third-party evidence (TPE) if VSOE is not available, or estimated selling price
(ESP) if neither VSOE nor TPE is available. For elements where VSOE is available, VSOE of fair
value is based on the price for those products and services when sold separately by us or the price
established by management with the relevant authority. TPE of selling price is the price of our,
or any of our competitors, largely interchangeable products or services in stand-alone sales to
similarly situated customers. Our ESP was based upon the actual selling price of our DR equipment
bundled with our Sound Assurance warranty. We calculated the stand-alone selling price of the DR
equipment using a cost plus margin approach. The stand-alone cost in most cases was determined
using manufacturer data. The margin however was based upon the amount received on the actual sale
of the bundled product, which does not differ materially from the margin exclusive of the
post-contract customer support (PCS). By utilizing this cost plus actual margin method we were
able to incorporate both our internal pricing strategies in addition to external market conditions.

We do not currently have VSOE for our digital radiography imaging equipment as units are not
sold on a stand-alone basis without support packages. As this is also true for our competitors,
TPE of selling price is also unavailable. We therefore use the ESP to determine the selling price
of our digital radiography imaging equipment using the methodology mentioned above. See Note 3,
Multiple-Deliverable Revenue Arrangements
, in our condensed, consolidated financial statements of
this quarterly report on Form 10-Q for a more detailed discussion.

We recognize revenue when the services are provided or at the time of delivery or installation
and customer acceptance. Generally, at the time of delivery and installation of equipment the only
undelivered item is the PCS. This obligation is contractually defined in both terms of scope and
period. For the PCS, we recognize the revenue for these services on a straight-line basis over the
period of support and we expense the costs of these services as they are incurred.

Consolidated Results of Operations

The following table sets forth components of our condensed, consolidated income statements
expressed as a percentage of revenue:

Prior year amounts have been adjusted to reflect the reclassification of
certain business operations from our Medical Technology segment to our Laboratory segment.
The reclassifications did not have a material impact on either segment.

Consolidated revenue increased $20.1 million for the three months ended September 30, 2010 and
$44.1 million for the nine months ended September 30, 2010 as compared to the same periods in the
prior year. The increase was attributable to revenue from acquired animal hospitals and increased
revenue from our Medical Technology business segment. The increase was partially offset by a
decline in Animal Hospital same-store revenue. Our Animal Hospital same-store revenue declined
4.0% and 2.5% for the three and nine months ended September 30, 2010, respectively. As mentioned
previously, our organic growth rates were impacted by the slow pace of the economic recovery.

Gross Profit

The following table summarizes our gross profit in both dollars and as a percentage of
applicable revenue, or gross margin (in thousands, except percentages):

Three Months Ended September 30,

Nine Months Ended September 30,

2010

2009

2010

2009

Gross

Gross

%

Gross

Gross

%

$

Margin

$

Margin

Change

$

Margin

$

Margin

Change

Animal Hospital

$

46,626

16.8

%

$

51,213

19.9

%

(9.0

)%

$

137,331

17.4

%

$

147,510

19.5

%

(6.9

)%

Laboratory
(1)

34,713

44.9

%

35,903

46.1

%

(3.3

)%

111,797

46.9

%

113,008

47.3

%

(1.1

)%

Medical Technology
(1)

5,254

30.2

%

4,068

30.6

%

29.2

%

14,432

30.2

%

10,821

33.4

%

33.4

%

Intercompany

(1,294

)

(607

)

(1,982

)

(1,245

)

Total gross profit

$

85,299

23.8

%

$

90,577

26.8

%

(5.8

)%

$

261,578

25.1

%

$

270,094

27.0

%

(3.2

)%

(1)

Prior year amounts have been adjusted to reflect the reclassification of
certain business operations from our Medical Technology segment to our Laboratory segment.
The reclassifications did not have a material impact on either segment.

Consolidated gross profit decreased $5.3 million for the three months ended September 30, 2010
and $8.5 million for the nine months ended September 30, 2010 as compared to the same periods in
the prior year. The decrease was primarily due to a decline in Animal Hospital same-store revenue
and a decline in both acquired and same-store Animal Hospital gross margins and to a lesser extent
a decline in internal revenue and gross margin in our Laboratory segment. The decreases in our
gross margin for the three and nine months ended September 30, 2010 was partially offset by
increased gross profit in our Medical Technology segment from increased sales.

Animal Hospital revenue increased $19.4 million for the three months ended September 30,
2010 and $34.0 million for the nine months ended September 30, 2010 as compared to the same periods
in the prior year. The components of the increase are summarized in the following table (in
thousands, except percentages and average revenue per order):

Three Months Ended September 30,

Nine Months Ended September 30,

2010

2009

% Change

2010

2009

% Change

Same-store facilities:

Orders
(1)

1,596

1,680

(5.0

)%

4,585

4,804

(4.6

)%

Average revenue per order
(2)

$

153.69

$

152.10

1.0

%

$

155.85

$

152.56

2.2

%

Same-store revenue
(1)

$

245,330

$

255,506

(4.0

)%

$

714,532

$

732,870

(2.5

)%

Business day adjustment
(3)

1,591



1,614



Net acquired revenue
(4)

29,818

1,879

74,856

24,160

Total

$

276,739

$

257,385

7.5

%

$

791,002

$

757,030

4.5

%

(1)

Same-store revenue and orders were calculated using Animal Hospital operating
results, adjusted to exclude the operating results for newly acquired animal hospitals that we
did not own as of the beginning of the comparable period in the prior year. Same-store
revenue also includes revenue generated by customers referred from our relocated or combined
animal hospitals, including those merged upon acquisition.

(2)

Computed by dividing same-store revenue by same-store orders. The average revenue
per order may not calculate exactly due to rounding.

(3)

The business day adjustment reflects the impact of one additional business day in
2010 as compared to 2009 for both periods presented.

(4)

Net acquired revenue represents the revenue from those animal hospitals acquired,
net of revenue from those animal hospitals sold or closed, on or after the beginning of the
comparable period, which was July 1, 2009 for the three month analysis and January 1, 2009 for
the nine month analysis. Fluctuations in net acquired revenue occur due to the volume, size,
and timing of acquisitions and dispositions during the periods from this date through the end
of the applicable period.

We believe that factors contributing to the continued decline in our volume of same-store
orders during the three and nine months ended September 30, 2010 include the continued impact of
the current economic environment and the wide availability of many pet-related products,
traditionally sold in our animal hospitals, in retail stores and other distribution channels such
as the Internet.

In addition, our business strategy is to place a greater emphasis on comprehensive wellness
visits and advanced medical procedures, which typically generate higher priced orders. The
migration of lower priced orders from our animal hospitals to other distribution channels mentioned
above and our emphasis on comprehensive wellness visits has over the past several years resulted in
a decrease in lower priced orders and an increase in higher priced orders. However, this trend did
not continue during the three and nine months ended September 30, 2010 when we experienced a
decrease in the number of both lower and higher priced orders, which we believe is primarily a
consequence of current economic

conditions in the United States, and the impact of changes in our
overall business environment on the mix of tests performed.

Price increases also contributed to the increase in the average revenue per order. Prices at
each of our animal hospitals are reviewed regularly and adjustments are made based on market
considerations, demographics and our costs. These adjustments historically have approximated 3% to
6% on most services at the majority of our animal hospitals and are typically implemented in
February of each year; however, price increases in 2010 have generally ranged between 2% and 3%.

Animal Hospital gross profit is calculated as Animal Hospital revenue less Animal Hospital
direct costs. Animal Hospital direct costs are comprised of all costs of services and products at
the animal hospitals, including, but not limited to, salaries of veterinarians, technicians and all
other animal hospital-based personnel, facilities rent, occupancy costs, supply costs, depreciation
and amortization, certain marketing and promotional expenses, and costs of goods sold associated
with the retail sales of pet food and pet supplies.

Our combined Animal Hospital gross margin decreased to 16.8% for the three months ended
September 30, 2010 and to 17.4% for the nine months ended September 30, 2010 as compared to 19.9%
and 19.5% in the prior year periods. Our same-store gross margin decreased to 17.3% for the three
months ended September 30, 2010 and to 18.0% for the nine months ended September 30, 2010 as
compared to 20.0% and 19.7% for the prior year periods.

The decrease in same-store gross margin for the three and nine months ended September 30, 2010
was primarily due to the decline in same-store revenue compounded by increases in compensation
costs, including health insurance, marketing, and depreciation and amortization expense. The
combined Animal Hospital gross margin was further impacted by the lower gross margin from our
acquired animal hospitals.

Over the last several years we have acquired a significant number of animal hospitals. Many
of these newly acquired animal hospitals have a lower gross margin at the time of acquisition than
our same-store facilities. Subsequently, we have improved the lower gross margin at our acquired
animal hospitals, in the aggregate, by improving animal hospital revenue, reducing costs and/or
increasing operating leverage.

Laboratory revenue decreased $587,000 for the three months ended September 30, 2010 and
$473,000 for the nine months ended September 30, 2010 as compared to the same periods in the prior
year. The components of the changes in Laboratory revenue are detailed below (in thousands, except
percentages and average revenue per requisition):

Three Months Ended September 30,

Nine Months Ended September 30,

2010

2009

% Change

2010

2009

% Change

Internal growth:

Number of requisitions
(1)

3,232

3,332

(3.0

)%

10,001

10,271

(2.6

)%

Average revenue per requisition
(2)

$

23.89

$

23.37

2.2

%

$

23.79

$

23.26

2.3

%

Total internal revenue
(1)

$

77,209

$

77,879

(0.9

)%

$

237,938

$

238,917

(0.4

)%

Acquired revenue
(3)

83



506



Total

$

77,292

$

77,879

(0.8

)%

$

238,444

$

238,917

(0.2

)%

(1)

Internal revenue and requisitions were calculated using Laboratory operating
results, adjusted to exclude the operating results of acquired laboratories that we did not
own as of the beginning of the comparable period in the prior year, and

adjusted for the
impact resulting from any differences in the number of billing days in comparable periods, if
applicable.

(2)

Computed by dividing internal revenue by the number of requisitions.

(3)

Acquired revenue represents the current year period revenue recognized from our
acquired laboratories that we did not own as of the beginning of the comparable period in the
prior year.

The decrease in Laboratory revenue for the three and nine months ended September 30, 2010 was
due to a decrease in internal revenue attributable to a decline in volume partially offset by
increases in average revenue per requisition. In prior years requisitions from internal growth
have been driven by an ongoing trend in veterinary medicine to focus on the importance of
laboratory diagnostic testing in the diagnosis, early detection and treatment of diseases, and the
migration of certain tests to outside laboratories that have historically been performed in animal
hospitals. While these factors historically have resulted in significant increases in internal
requisitions, the economic environment and increased competition continue to impact requisitions in
the current year.

The average revenue per requisition increased slightly for the three and nine months ended
September 30, 2010 as compared to prior year periods due to price increases which ranged from 3% to
4% in both February 2010 and February 2009. The price increases were offset by other factors
including changes in the mix, performing lower-priced tests historically performed at the animal
hospitals, and a decrease in higher-priced tests as a result of the current economic environment.

Laboratory gross profit is calculated as Laboratory revenue less Laboratory direct costs.
Laboratory direct costs are comprised of all costs of laboratory services, including but not
limited to, salaries of veterinarians, specialists, technicians and other laboratory-based
personnel, transportation and delivery costs, facilities rent, occupancy costs, depreciation and
amortization and supply costs.

Our Laboratory gross margin decreased to 44.9% and 46.9% for the three and nine months ended
September 30, 2010, respectively, as compared to 46.1% and 47.3% in the prior year periods. The
decreases in gross margin are primarily due to revenue declines, as well as increases in
transportation costs from added routes and pick-ups, and increased costs from added laboratory
locations, which typically experience higher costs as a percentage of revenue in the first years of
operation.

Medical Technology revenue increased $4.1 million for the three months ended September
30, 2010 and $15.4 million for the nine months ended September 30, 2010 as compared to the prior
year periods. The increases for the three months ended September 30, 2010 were due to increases in
the unit sales of each of our digital radiography equipment product lines and ultrasound equipment
sales. The increases for the nine months ended September 30, 2010 were due to the above mentioned
increases in digital radiography equipment sales, partially due to the July 1, 2009 Eklin
acquisition and increased customer service and ultrasound equipment sales. Medical Technology
revenue also benefited from a change in our revenue recognition policy due to the implementation of
new accounting guidance. See Note 3,
Multiple-Deliverable Revenue Arrangements
.

Medical Technology gross profit is calculated as Medical Technology revenue less Medical
Technology direct costs. Medical Technology direct costs are comprised of all product and service
costs, including, but not limited to, all costs of equipment, related products and services,
salaries of technicians, support personnel, trainers, consultants and other non-administrative
personnel, depreciation and amortization and supply costs.

Medical Technology gross profit increased $1.2 million for the three months ended September
30, 2010 and $3.6 million for the nine months ended September 30, 2010 as compared to the prior
year periods. Gross margin decreased to 30.2% for the three and nine months ended September 30,
2010 as compared to 30.6% and 33.4% in the prior year periods.

The increase in gross profit is
attributable to the increase in revenue as discussed above. The decline in gross margin for the
three and nine months ended September 30, 2010 was due to changes in product mix.

Intercompany Revenue

Laboratory revenue for the three and nine months ended September 30, 2010 included
intercompany revenue of $9.4 million and $27.9 million, respectively, that was generated by
providing laboratory services to our animal hospitals. Medical Technology revenue for the three
and nine months ended September 30, 2010 included intercompany revenue of $3.3 million and $6.0
million, respectively, that was generated by providing products and services to our animal
hospitals and laboratories. For purposes of reviewing the operating performance of our business
segments, all intercompany transactions are accounted for as if the transaction was with an
independent third party at current market prices. For financial reporting purposes, intercompany
transactions are eliminated as part of our consolidation.

Selling, General and Administrative Expense

The following table summarizes our selling, general and administrative expense (SG&A) in
both dollars and as a percentage of applicable revenue (in thousands, except percentages):

Three Months Ended September 30,

Nine Months Ended September 30,

2010

2009

2010

2009

% of

% of

%

% of

% of

%

$

Revenue

$

Revenue

Change

$

Revenue

$

Revenue

Change

Animal Hospital

$

5,599

2.0

%

$

5,162

2.0

%

8.5

%

$

16,859

2.1

%

$

15,924

2.1

%

5.9

%

Laboratory

6,804

8.8

%

5,621

7.2

%

21.0

%

19,485

8.2

%

16,832

7.0

%

15.8

%

Medical Technology
(1)

3,731

21.4

%

3,753

28.2

%

(0.6

)%

10,650

22.3

%

8,959

27.7

%

18.9

%

Corporate

10,971

3.1

%

10,159

3.0

%

8.0

%

47,296

4.5

%

28,838

2.9

%

64.0

%

Total SG&A
(1)

$

27,105

7.6

%

$

24,695

7.4

%

9.8

%

$

94,290

9.0

%

$

70,553

7.1

%

33.6

%

(1)

Prior year amounts have been reclassified to conform to the current years
presentation.

Consolidated SG&A increased $2.4 million for the three months ended September 30, 2010 and
$23.7 million for the nine months ended September 30, 2010. The three and nine months ended
September 30, 2010 included transaction costs of $1.2 million and $2.1 million, respectively,
related to the Pet DRx acquisition. The nine months ended September 30, 2010 also included $14.5
million in estimated consulting and SERP expenses to be paid in accordance with
consulting and SERP agreements entered into on June 30, 2010. Excluding these costs, consolidated SG&A increased $1.2 million and $7.1 million,
respectively, for the three and nine months ended September 30, 2010. SG&A increases for the three
and nine months ended September 30, 2010 were attributable to increased research and development
costs and costs incurred to support the efforts of the sales team in our Laboratory segment.
Additional SG&A increases for the nine months ended September 30, 2010 were primarily due to
increases in other legal costs and costs incurred as a result of the continuing integration of
Eklin in our Medical Technology segment.

Operating Income

The following table summarizes our operating income in both dollars and as a percentage of
applicable revenue (in thousands, except percentages):

Prior year amounts have been adjusted to reflect the reclassification of
certain business operations from our Medical Technology segment to our Laboratory segment.
The reclassifications did not have a material impact on either segment.

The decrease in our consolidated operating income during the three and nine months ended
September 30, 2010 was primarily due to the SG&A increases discussed above as well as the
aforementioned decline in our Animal Hospital and Laboratory gross profit.

Interest Expense, Net

The following table summarizes our interest expense, net of interest income (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2010

2009

2010

2009

Interest expense:

Senior term notes

$

2,892

$

2,406

$

7,467

$

7,566

Interest rate hedging agreements



1,895

382

7,867

Capital leases and other

732

567

1,855

1,716

Amortization of debt costs

222

122

461

363

3,846

4,990

10,165

17,512

Interest income

(227

)

(182

)

(601

)

(860

)

Total
interest expense, net of interest income

$

3,619

$

4,808

$

9,564

$

16,652

The decrease in net interest expense for the three and nine months ended September 30,
2010 was attributable to a decrease in the overall weighted average interest rate primarily due to
the gradual expiration of all of our higher cost fixed-rate swap agreements during the last twelve
months.

Provision for Income Taxes

The effective rate for the three and nine months ended September 30, 2010 was 46.1% and 41.7%,
respectively, which reflects a tax expense of $5.4 million, or $3.5 million net of tax, recognized
during the quarter ended September 30, 2010 related to settlement of taxes on 2004 through 2007
taxable income.

Liquidity and Capital Resources

Introduction

We generate cash primarily from payments made by customers for our veterinary services,
payments from animal hospitals and other clients for our laboratory services, and from proceeds
received from the sale of our imaging equipment and other related services. Our business
historically has experienced strong liquidity, as fees for services provided in our animal
hospitals are due at the time of service and fees for laboratory services are collected under
standard industry terms. Our cash disbursements are primarily for payments related to the
compensation of our employees, supplies and inventory purchases for our operating segments,
occupancy and other administrative costs, interest expense, payments on long-term borrowings,
capital expenditures and animal hospital acquisitions. Cash outflows fluctuate with the amount and
timing of the settlement of these transactions.

We manage our cash, investments and capital structure so we are able to meet the short-term
and long-term obligations of our business while maintaining financial flexibility and liquidity.
We forecast, analyze and monitor our cash flows to enable investment and financing within the
overall constraints of our financial strategy.

At September 30, 2010, our consolidated cash and cash equivalents totaled $132.2 million,
representing a decrease of $13.0 million as compared to December 31, 2009. Cash flows generated
from operating activities totaled $143.5 million in the nine months ended September 30, 2010,
representing a decrease of $12.9 million as compared to the nine months ended September 30, 2009.

We have historically funded our working capital requirements, capital expenditures and
investment in individual acquisitions from internally generated cash flows and we expect to
continue to do so in the future. We have access to a revolving credit facility which was entered
into during the quarter ended September 30, 2010 and expires August 2015. The funds borrowed under
the new senior term notes were used to retire our existing senior term notes in the principal
amount of $505.4 million. The new senior term notes and revolving credit facility bear interest
based on the interest rate offered to our administrative agent on the London interbank market, or
LIBOR, plus a margin of 2.25% per annum.

Historically we have been able to obtain cash from other borrowings. The availability of
financing in the form of debt or equity however is influenced by many factors including our
profitability, operating cash flows, debt levels, debt ratings, contractual restrictions, and
market conditions. Although in the past we have been able to obtain financing for material
transactions on terms we believe to be reasonable, there is a possibility that we may not be
able to obtain financing on favorable terms in the future.

Future Cash Flows

Short-Term

Other than our acquisitions of certain animal hospital chains, we historically have funded our
working capital requirements, capital expenditures and investments in animal hospital acquisitions
from internally generated cash flows. We anticipate that our cash on hand and net cash provided by
operations will be sufficient to meet our anticipated cash requirements for the next 12 months. If
we consummate one or more significant acquisitions of animal hospital chains during this period, we
may seek additional debt or equity financing.

For the year ended December 31, 2010, we expect to spend $110 million to $120 million,
excluding real estate, related to the acquisition of independent animal hospitals and animal
hospital chains. The ultimate number of acquisitions and cash used is largely dependent upon the
attractiveness of the candidates and the strategic fit within our operations and as a consequence,
our actual number of acquisitions and cash expenditures may be more or less than amounts currently
estimated. From January 1, 2010 through September 30, 2010, we spent $72.4 million in connection
with the acquisition of 40 animal hospitals, as well as $5.8 million for the related real estate.
In addition, we expect to spend approximately $65.0 million in 2010 for both property and equipment
additions and capital costs necessary to maintain our existing facilities, of which approximately
$47.7 million had been expended at September 30, 2010.

Long-Term

Our long-term liquidity needs, other than those related to the day-to-day operations of our
business, including commitments for operating leases, generally are comprised of scheduled
principal and interest payments for our outstanding long-term indebtedness, capital expenditures
related to the expansion of our business, and acquisitions in accordance with our growth strategy.
As mentioned previously under the Executive Overview section, we completed the refinancing of our
senior credit facility. Scheduled principal payments are to be repaid quarterly, see contractual
obligations table included below for detail of amounts due by year. Principal payments are
scheduled to begin on December 31, 2010.

We are unable to project with certainty whether our long-term cash flow from operations will
be sufficient to repay our long-term debt when it comes due. If this cash flow is insufficient, we
expect that we will need to refinance such indebtedness, amend its terms to extend maturity dates,
or issue common stock on our company. Our management cannot make any assurances that such
refinancing or amendments, if necessary, will be available on attractive terms, if at all.

Debt Related Covenants

Our new senior credit facility contains certain financial covenants pertaining to fixed-charge
coverage and leverage ratios. In addition, the senior credit facility has restrictions pertaining
to capital expenditures, acquisitions and the payment of cash dividends. As of September 30, 2010,
we were in compliance with these covenants, including the two covenant ratios, the fixed-charge
coverage ratio and the leverage ratio.

At September 30, 2010, we had a fixed-charge coverage ratio of 1.57 to 1.00, which was in
compliance with the required ratio of no less than 1.20 to 1.00. The senior credit facility
defines the fixed-charge coverage ratio as that ratio that is calculated on a last 12-month basis
by dividing pro forma earnings before interest, taxes, depreciation and amortization, as defined by
the senior credit facility (pro forma earnings), by fixed charges. Fixed charges are defined as

At September 30, 2010, we had a leverage ratio of 1.92 to 1.00, which was in compliance with
the required ratio of no more than 3.00 to 1.00. The senior credit facility defines the leverage
ratio as that ratio which is calculated as total debt divided by pro forma earnings.

Historical Cash Flows

The following table summarizes our cash flows (in thousands):

Nine Months Ended

September 30,

2010

2009

Cash provided by (used in):

Operating activities

$

143,470

$

156,321

Investing activities

(98,329

)

(94,520

)

Financing activities

(58,127

)

4,224

Effect of currency exchange rate changes on cash and cash equivalents

38

17

(Decrease) increase in cash and cash equivalents

(12,948

)

66,042

Cash and cash equivalents at beginning of period

145,181

88,959

Cash and cash equivalents at end of period

$

132,233

$

155,001

Cash Flows from Operating Activities

Net cash provided by operating activities decreased $12.9 million in the nine months ended
September 30, 2010 as compared to the prior year period. This decrease was primarily due to lower
operating income, compounded by an increase in cash paid for taxes, partially offset by a decrease
in cash interest due to the expiration of our interest-rate swap agreements.

Cash Flows from Investing Activities

The table below presents the components of the changes in investing cash flows (in thousands):

Nine Months Ended

September 30,

2010

2009

Variance

Investing Cash Flows:

Acquisition of independent animal
hospitals and laboratories

$

(38,294

)

$

(35,559

)

$

(2,735

)
(1)

Acquisition of Pet DRx .

(4,520

)



(4,520

)

Acquisition of Eklin



(12,483

)

12,483

Other

(2,209

)

(3,811

)

1,602

(2)

Total cash used for acquisitions

(45,023

)

(51,853

)

6,830

Property and equipment additions

(47,675

)

(38,522

)

(9,153

)
(3)

Real estate acquired with acquisitions

(5,834

)

(3,828

)

(2,006

)
(4)

Proceeds from sale of assets

15

123

(108

)

Other

188

(440

)

628

Net cash used in investing activities

$

(98,329

)

$

(94,520

)

$

(3,809

)

(1)

The number of acquisitions will vary from year to year based upon the available
pool of suitable candidates. A discussion of our acquisitions is provided above in our
Executive Overview
.

(2)

The decrease in cash used for acquisitionsother relates to timing differences in
pay-outs of holdbacks.

The cash used to acquire property and equipment will vary from year to year based
on upgrade requirements and expansion of our animal hospitals and laboratory facilities.

(4)

Due to the lower return on investment realized on acquired real estate we are highly
selective in our decision to acquire real estate. The increase in cash used to acquire real
estate is due to real estate purchased in connection with the acquisition of animal hospitals.

Cash Flows from Financing Activities

The table below presents the components of the changes in financing cash flows (in thousands):

Nine Months Ended

September 30,

2010

2009

Variance

Financing Cash Flows:

Repayment of debt

$

(548,560

)

$

(5,898

)

$

(542,662

)
(1)

Proceeds from issuance of long-term debt

500,000



500,000

(1)

Payment of financing costs

(9,112

)



(9,112

)
(1)

Distributions to noncontrolling interest partners

(3,314

)

(3,018

)

(296

)
(2)

Proceeds from stock options exercises

4,781

13,110

(8,329

)
(3)

Excess tax benefits from stock options

370

591

(221

)

Stock repurchases

(2,292

)

(561

)

(1,731

)
(4)

Net cash (used in) provided by financing activities

$

(58,127

)

$

4,224

$

(62,351

)

(1)

The cash used for repayment of debt increased $542.7 million due to our
August 19, 2010 debt refinance and the payoff of $29.5 million in debt related to the Pet DRx acquisition. Proceeds from the issuance of long-term debt increased also
due to the August 19, 2010 debt refinance. Payments for financing costs incurred in
connection with the August 19, 2010 debt refinancing. See Note 6,
Long-Term Obligations
, of
this quarterly report on Form 10-Q.

(2)

The distributions to noncontrolling interest partners represent cash payments to
noncontrolling interest partners for their portion of the partnerships excess cash.

(3)

The number of stock option exercises has decreased in comparison to the prior year
as the prior year amount was impacted by the expiration of certain stock option grants.

(4)

The stock repurchases for the nine months ended September 30, 2010 and September 30,
2009 represents payments for employee stock delivered at vesting to pay for income taxes owed
by the employee.

Future Contractual Cash Requirements

The following table sets forth material changes from the amounts reported in our 2009 Form
10-K to our scheduled principal, interest and other contractual cash obligations due by us for each
of the years indicated as of September 30, 2010 (in thousands):

Payment due by period

Less than

1-3

3-5

More than

Total

1 year

years

years

5 years

Contractual Obligations:

Long-term debt

$

500,000

$

25,000

$

100,000

$

375,000

$



Variable cash interest expense Term A
(1)

52,947

12,315

32,630

8,002



Other long-term liabilities
(2)

31,097

2,940

5,609

4,937

17,611

$

584,044

$

40,255

$

138,239

$

387,939

$

17,611

(1)

The interest payments on our variable-rate senior term notes are based on rates
effective as of September 30, 2010.

(2)

Includes future payments under our Supplemental Executive Retirement Program and
Consulting Agreements.

Other than operating leases, as of September 30, 2010 we do not have any off-balance-sheet
financing arrangements.

Interest Rate Swap Agreements

As of March 31, 2010, all of our interest rate swap agreements had expired. We did not enter
into any new agreements during the quarters ended June 30, 2010 and September 30, 2010.

In the future, we may enter into additional interest rate strategies. However, we have not
yet determined what those strategies will be or their possible impact.

Description of Indebtedness

Senior Credit Facility

At September 30, 2010, we had $500 million principal amount outstanding under our senior term
notes and no borrowings outstanding under our new $100 million revolving credit facility.

We pay interest on our senior term notes based on the interest rate offered to our
administrative agent on LIBOR plus a margin of 2.25% per annum.

The senior term notes and the revolving credit facility mature in August 2015.

Other Debt and Capital Lease Obligations

At September 30, 2010, we had seller notes secured by assets of certain animal hospitals,
unsecured debt and capital leases that totaled $30.4 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At September 30, 2010, we had borrowings of $500 million under our senior credit facility with
fluctuating interest rates based on market benchmarks such as LIBOR. For our variable-rate debt,
changes in interest rates generally do not affect the fair market value, but do impact earnings and
cash flow. For every 1.0% increase in LIBOR, we will pay an additional $4.3 million in pre-tax
interest expense on an annualized basis for our senior term notes. Conversely, for every 1.0%
decrease in LIBOR we will save $4.3 million in pre-tax interest expense on an annualized basis.

In the future, we may enter into interest rate strategies to mitigate our exposure to
increasing interest rates as well as to maintain an appropriate mix of fixed-rate and variable-rate
debt. However, we have not yet determined what those strategies may be or their possible impact.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation required by the Exchange Act, under the supervision and with the
participation of our principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in
Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report.

We had previously disclosed a material weakness in our internal control over financial
reporting in our quarterly report on Form 10-Q, filed on August 10, 2010 for the quarter ended June
30, 2010, relating to significant, material non-routine transactions. Our controls over such
transactions require an analysis and review of any such transactions. We previously determined
that we did not consistently perform such an analysis and review as required by our policy,
specifically, our executive consulting agreements were not analyzed and reviewed as required by our
policy.

We believe that we have fully remediated the material weakness in our internal control over
financial reporting with respect to analyzing and reviewing all significant and material
non-routine transactions as of September 30, 2010. We performed an analysis and review on all
non-routine transactions that were deemed significant and material, without exception, in
accordance with our policy.

Based on this remediation and current evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, our principal executive officer and principal
financial officer concluded that, as of September 30, 2010, our disclosure controls and procedures
were effective to provide reasonable assurance that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms and to provide reasonable
assurance that such information is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

During
our most recent fiscal quarter, as mentioned previously we analyzed
and reviewed all significant and material non-routine transactions
such that our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) has been materially affected, or is reasonably likely to have
been materially affected.

Our disclosure controls and procedures are designed to provide reasonable assurance of
achieving their objectives as specified above. Management does not expect, however, that our
disclosure controls and procedures will prevent or detect all error and fraud. Any control system,
no matter how well designed and operated, is based upon certain assumptions and can provide only
reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of
controls can provide absolute assurance that misstatements due to error or fraud will not occur, or
that all control issues and instances of fraud, if any, within the company have been detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subject to any legal proceedings other than ordinarily routine litigation
incidental to the conduct of our business.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our 2009
Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

10.1

Credit and Guaranty Agreement, dated August 19, 2010, by and among Vicar Operating,
Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating, Inc., as guarantors,
various lenders from time to time partly thereto, Wells Fargo Bank N.A., as administrative
agent, collateral agent, issuing bank and swing line lender, Bank of America, N.A., as
syndication agent, and JP Morgan Chase Bank, N.A., U.S. Bank National Association, and
Union Bank, N.A., as co-documentation agents. Portions of the
schedules have been omitted pursuant to a request for confidential
treatment.

10.2

Second Amendment to Credit and Guaranty Agreement, dated as of June 1, 2007, by and
among Vicar Operating, Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating,
Inc. as guarantors, various lenders from time to time party thereto, Goldman Sachs Credit
Partners, L.P., as joint lead arranger and sole syndication agent, and Wells Fargo Bank,
N.A., as joint lead arranger and administrative agent.

Bank, N.A., as joint lead arranger, joint bookrunner and administrative agent and
Union Bank of California, N.A, as documentation agent. Portions of the
schedules have been omitted pursuant to a request for confidential
treatment.

10.4

Amendment No. 1 to the Consulting Agreement by and between VCA Antech, Inc. and Neil
Tauber. Original agreement furnished as Exhibit 10.7 on Form 8-K dated July 7, 2010.

10.5

Amendment No. 1 to the Consulting Agreement by and between VCA Antech, Inc. and Tomas
W. Fuller. Original agreement furnished as Exhibit 10.7 on Form 8-K dated July 7, 2010.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on November 8, 2010.

Credit and Guaranty Agreement, dated August 19, 2010, by and among Vicar Operating,
Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating, Inc., as guarantors,
various lenders from time to time partly thereto, Wells Fargo Bank N.A., as administrative
agent, collateral agent, issuing bank and swing line lender, Bank of America, N.A., as
syndication agent, and JP Morgan Chase Bank, N.A., U.S. Bank National Association, and
Union Bank, N.A., as co-documentation agents. Portions of the
schedules have been omitted pursuant to a request for confidential
treatment.

10.2

Second Amendment to Credit and Guaranty Agreement, dated as of June 1, 2007, by and
among Vicar Operating, Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating,
Inc. as guarantors, various lenders from time to time party thereto, Goldman Sachs Credit
Partners, L.P., as joint lead arranger and sole syndication agent, and Wells Fargo Bank,
N.A., as joint lead arranger and administrative agent.

10.3

Credit Guaranty Agreement, dated May 16, 2005, by and among Vicar Operating, Inc., VCA
Antech, Inc., certain subsidiaries of Vicar Operating, Inc., as guarantors, various lenders
from time to time partly thereto, Goldman Sachs Credit Partners, L.P., as joint lead
arranger, joint bookrunner and sole arranger, Wells Fargo Bank, N.A., as joint lead arranger, joint bookrunner and administrative agent and
Union Bank of California, N.A, as documentation agent. Portions of the
schedules have been omitted pursuant to a request for confidential
treatment.

10.4

Amendment No. 1 to the Consulting Agreement by and between VCA Antech, Inc. and Neil
Tauber. Original agreement furnished as Exhibit 10.7 on Form 8-K dated July 7, 2010.

10.5

Amendment No. 1 to the Consulting Agreement by and between VCA Antech, Inc. and Tomas
W. Fuller. Original agreement furnished as Exhibit 10.7 on Form 8-K dated July 7, 2010.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

WHEREAS
, Company, Holdings, Guarantors, Wells Fargo and the Lenders party hereto agree to
enter into this Credit and Guaranty Agreement (as amended, restated, modified or supplemented from
time to time, this
Agreement
) to extend certain credit facilities to Company hereunder, the
proceeds of which that are funded on the Closing Date to be used (i) to refinance in full the
Existing Credit Agreement, (ii) to pay Transaction Costs and (iii) for working capital and other
general corporate purposes (including Permitted Acquisitions from time to time after the Closing
Date);

WHEREAS
, Company has agreed to secure all of its Obligations by granting to Collateral Agent,
for the benefit of Secured Parties, a First Priority Lien on certain of its assets, including a
pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 65% of all the Capital
Stock of each of its Foreign Subsidiaries; and

WHEREAS
, Guarantors have agreed to guarantee the obligations of Company hereunder and to
secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured
Parties, a First Priority Lien on certain of their respective assets, including a pledge of all of
the Capital Stock in each of their respective Domestic Subsidiaries (including Company) and 65% of
all the Capital Stock in each of their respective Foreign Subsidiaries;

NOW, THEREFORE
, in consideration of the premises and the agreements, provisions and covenants
herein contained the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1
Definitions
. The following terms used herein, including in the preamble, recitals,
exhibits and schedules hereto, shall have the following meanings:

Adjusted Eurodollar Rate
means, for any Interest Rate Determination Date with respect to an
Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding
upward to the next whole multiple of 1/100 of 1%) (i)(a) the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which
appears on the page of the Reuters Screen which displays an average British Bankers Association
Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the
first day of such period) with a term equivalent to such period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in
the event the rate referenced in the preceding clause (a) does not appear on such page or service
or if such page or service shall cease to be available, the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such
other page or other service which displays an average British Bankers Association Interest
Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent
to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses
(a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the
offered quotation rate to first class banks in the London interbank market by Wells Fargo for
deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day
funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its
capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with
maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, by (ii) an amount equal to (a) one
minus
(b) the
Applicable Reserve Requirement.

Administrative Agent
as defined in the preamble hereto.

Adverse Proceeding
means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of
Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental
Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the
knowledge of Holdings or any of its Subsidiaries, threatened in writing against or affecting
Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

Affected Lender
as defined in Section 2.17(b).

Affected Loans
as defined in Section 2.17(b).

Affiliate
means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the purposes of this
definition,

control

(including, with
correlative meanings, the terms

controlling

,

controlled
by

and

under common control with

), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for
the election of

2

directors of such Person or (ii) to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or by contract or
otherwise.

Agent
means each of Lead Arrangers, Syndication Agent, Administrative Agent and Collateral
Agent.

Aggregate Amounts Due
as defined in Section 2.16.

Aggregate Payments
as defined in Section 7.2.

Agreement
as defined in the Preamble hereto.

Applicable Margin
and
Applicable Revolving Commitment Fee Percentage
mean (i) with
respect to Eurodollar Rate Loans, (a) from the Closing Date until the date of delivery of the
Compliance Certificate and the financial statements for the period ending March 31, 2011, a
percentage, per annum, determined by reference to the following table as if the Leverage Ratio then
in effect were in Level III below; and (b) thereafter, a percentage, per annum, determined by
reference to the Leverage Ratio in effect from time to time as set forth below:

Applicable Revolving

Applicable Margin for

Commitment Fee

Level

Leverage Ratio

Eurodollar Rate Loans

Percentage

I

>
2.75:1.00

2.75

%

0.50

%

II

< 2.75:1.00 and
>
2.25:1.00

2.50

%

0.50

%

III

< 2.25:1.00 and
>
1.75:1.00

2.25

%

0.50

%

IV

< 1.75:1.00 and
>
1.25:1.00

2.00

%

0.50

%

V

< 1.25:1.00

1.75

%

0.375

%

and (ii) with respect to Swing Line Loans and other Base Rate Loans, an amount equal to (a) the
Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as
applicable, minus (b) 1.00% per annum and (iii) with respect to the Applicable Revolving Commitment
Fee Percentage, a percentage, per annum, determined by reference to the Leverage Ratio in effect
from time to time as set forth in the table above. No change in the Applicable Margin or the
Applicable Revolving Commitment Fee Percentage shall be effective until three Business Days after
the date on

3

which Administrative Agent shall have received the applicable financial statements and a Compliance
Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio. At any time Company has not
submitted to Administrative Agent the applicable information as and when required under Section
5.1(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be
determined as if the Leverage Ratio were in Level I above. Within one Business Day of receipt of
the applicable information under Section 5.1(d), Administrative Agent shall give each Lender notice
in accordance with Section 10.1 of the Applicable Margin and the Applicable Revolving Commitment
Fee Percentage in effect from such date. In the event that any financial statement or certificate
delivered pursuant to Section 5.1 is shown to be inaccurate (at a time when this Agreement is in
effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and
other contingent obligations not yet due and payable), and such inaccuracy, if corrected, would
have led to the application of a higher Applicable Margin for any period (an 
Applicable Period
)
than the Applicable Margin applied for such Applicable Period, then (i) Company shall immediately
deliver to Administrative Agent a correct certificate required by Section 5.1 for such Applicable
Period, (ii) if such inaccuracy would lead to the application of a higher Applicable Margin, the
Applicable Margin shall be increased to such higher Applicable Margin and (iii) Company shall
immediately pay to Administrative Agent the accrued additional interest owing as a result of such
increased Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the
right of Administrative Agent or any Lender under Section 2.9 or Section 8.

Applicable Reserve Requirement
means, at any time, for any Eurodollar Rate Loan, the maximum
rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal,
special, supplemental, emergency or other reserves) are required to be maintained with respect
thereto against

Eurocurrency liabilities

(as such term is defined in Regulation D) under
regulations issued from time to time by the Board of Governors of the Federal Reserve System or
other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable
Reserve Requirement shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by reference to which the
applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or
(ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A
Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration, exceptions or
offsets that may be available from time to time to the applicable Lender. The rate of interest on
Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change
in the Applicable Reserve Requirement.

Asset Sale
means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, transfer or other disposition to, or any exchange of property with, any
Person (other than Company or a Guarantor Subsidiary), in one transaction or a series of
transactions, of all or any part of Holdings or any of its Subsidiaries businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of
Holdings Subsidiaries (
provided
,
however
, that solely for purposes of Section
2.13(a), such sale of Capital Stock shall not be considered an Asset Sale), other than (i)
inventory, equipment or other assets sold or leased in the ordinary course of business, and (ii)
sales of other assets for aggregate consideration of less than $5,000,000 with respect to any
transaction or series of related transactions;
provided
,
further
that (x) the
transfer or issuance of any Capital Stock of any Domestic Subsidiary of Company to a Person other
than a Credit Party in

4

connection with a Permitted Subsidiary Dropdown shall not constitute an Asset Sale for
purposes of this Agreement to the extent that the aggregate value of such transfer as determined by
Company in good faith does not exceed $5,000,000 and (y) to the extent that such aggregate value
exceeds $5,000,000, the aggregate value of such transfer in excess of $5,000,000 shall constitute
an Asset Sale only to the extent of the aggregate value of such transfer in excess of $5,000,000.

Assignment Agreement
means an Assignment Agreement substantially in the form of Exhibit E,
with such amendments or modifications as may be approved by Administrative Agent.

Assignment Effective Date
as defined in Section 10.6(b).

Authorized Officer
means, as applied to any Person, any individual holding the position of
chairman of the board (if an officer), chief executive officer, president or one of its vice
presidents (or the equivalent thereof), and such Persons chief financial officer or treasurer.

Bankruptcy
Code
means Title 11 of the United States Code entitled

Bankruptcy,

as now and
hereafter in effect, or any successor statute.

Base Rate
means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate
in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day
plus
1
/
2
of 1% and (iii) the Adjusted Eurodollar Rate for a one month interest period commencing on such day
plus 1.0%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Eurodollar Rate for a one month interest period shall be effective
on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted Eurodollar Rate for a one month interest period, respectively.

Base Rate Loan
means a Loan bearing interest at a rate determined by reference to the Base
Rate.

Business Day
means (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York and/or California or is a day on which banking
institutions located in either such state are authorized or required by law or other governmental
action to close and (ii) with respect to all notices, determinations, fundings and payments in
connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term
Business Day
shall mean any day which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market.

Capital Lease
means, as applied to any Person, any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person.

Capital Stock
means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase or other arrangements
or rights to acquire any of the foregoing.

5

Cash
means money, currency or a credit balance in any demand or Deposit Account.

Cash Equivalents
means, as at any date of determination, (i) marketable securities (a)
issued or directly and unconditionally guaranteed as to interest and principal by the United States
Government or (b) issued by any agency of the United States the obligations of which are backed by
the full faith and credit of the United States, in each case maturing within one year after such
date; (ii) marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof, in each case
maturing within one year after such date and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moodys; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of the acquisition
thereof, a rating of at least A-1 from S&P or at least P-1 from Moodys; (iv) certificates of
deposit or bankers acceptances maturing within one year after such date and issued or accepted by
any Lender or by any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia that (a) is at least

adequately capitalized

(as
defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual
fund that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000,
and (c) has the highest rating obtainable from either S&P or Moodys; and (vi) guaranteed
investment contracts (a) that are provided by a provider that maintains a short-term certificate of
deposit rating of at least A-1 from S&P or the equivalent from Moodys and, if the term of such
investment contract is one year or more, a long-term certificate of deposit rating of at least A
from S&P or the equivalent from Moodys and (b) that are redeemable at no less than par on not more
than seven days notice to the provider.

Certificate re Non-Bank Status
means a certificate substantially in the form of Exhibit F.

Change of Control
means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
more related transactions, of all or substantially all of the properties or assets of Holdings and
its Subsidiaries taken as a whole, or of Company and it Subsidiaries taken as a whole, to any
Person or

person

(as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the
adoption of a plan relating to the liquidation or dissolution of Holdings or Company; or (iii) the
consummation of any transaction (including without limitation, any merger or consolidation), as a
result of which (y) Holdings ceases to own directly 100% of the Capital Stock of Company or (z) any
Person or

group

(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), shall have
acquired, directly or indirectly, beneficial ownership of 35% or more on a fully diluted basis of
the aggregate voting interest attributable to all outstanding Capital Stock of Holdings.

Class
means (i) with respect to Lenders, each of the following classes of Lenders: (a)
Lenders having Closing Date Term Loan Exposure; (b) Lenders having Revolving Exposure (including
Swing Line Lender), and (c) Lenders having New Term Loan Exposure of a particular Series and (ii)
with respect to Loans, each of the following classes of Loans: (a) Closing Date Term Loans; (b)
Revolving Loans (including Swing Line Loans); and (c) each Series of New Term Loans.

Closing Date
means the date upon which the conditions set forth in Section 3.1 are
satisfied.

6

Closing Date Certificate
means the Closing Date Certificate substantially in the form of
Exhibit G-1.

Closing Date Term Loan
means a Term Loan made by a Lender to Company pursuant to Section
2.1(a).

Closing Date Term Loan Commitment
means the commitment of a Lender to make or otherwise fund
a Closing Date Term Loan and
Closing Date Term Loan Commitments
means such commitments of all
Lenders in the aggregate. The amount of each Lenders Closing Date Term Loan Commitment, if any,
is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment
or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Closing Date
Term Loan Commitments as of the Closing Date is $500,000,000.

Closing Date Term Loan Exposure
means, with respect to any Lender, as of any date of
determination, the outstanding principal amount of the Closing Date Term Loans of such Lender;
provided
, at any time prior to the making of the Closing Date Term Loans, the Closing Date
Term Loan Exposure of any Lender shall be equal to such Lenders Closing Date Term Loan Commitment.

Closing Date Term Loan Maturity Date
means the earlier of (i) August 19, 2015 and (ii) the
date that all Closing Date Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.

Co-Documentation Agents
as defined in the preamble hereto.

Collateral
means, collectively, all of the real, personal and mixed property (including
Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as
security for the Obligations.

Collateral Agent
means the institution serving as such under the Collateral Documents.

Collateral Documents
means the Pledge and Security Agreement, the Mortgages (if any) and all
other instruments, documents and agreements delivered by any Credit Party pursuant to this
Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the
benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as
security for the Obligations.

Commitment
means any Revolving Commitment, Closing Date Term Loan Commitment or New Term
Loan Commitment.

Commitment Letter
means that certain commitment letter dated as of July 16, 2010 among
Company, the Lead Arrangers, the Administrative Agent and the Syndication Agent, as it may be
amended, supplemented or otherwise modified from time to time.

Company
as defined in the preamble hereto.


Company Materials
 as defined in Section 5.12.

7

Compliance Certificate
means a Compliance Certificate substantially in the form of Exhibit
C.

Consolidated Adjusted EBITDA
means, for any period, an amount determined for Company and its
Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for
such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for
taxes based on income, (d) total depreciation expense, (e) total amortization expense, (f) non-cash
stock based compensation reducing Consolidated Net Income, (g) other non-Cash items, including
write-offs of assets, reducing Consolidated Net Income (excluding any such non-Cash item to the
extent that it represents an accrual or reserve for potential Cash items in any future period or
amortization of a prepaid Cash item that was paid in a prior period but, notwithstanding anything
to the contrary herein, including without limitation, reserves for lease expense and other charges
and expenses related to the closure of hospitals to the extent not paid in cash), and (h) to the
extent deducted in calculating Consolidated Net Income, Transaction Costs,
minus
(ii)
non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item
to the extent it represents the reversal of an accrual or reserve for potential Cash item in any
prior period).

Consolidated Capital Expenditures
means, for any period, the aggregate of the expenditures
of Company and its Subsidiaries during such period determined on a consolidated basis that, in
accordance with GAAP, are or should be included in purchase of property and equipment or similar
items reflected in the consolidated statement of cash flows of Company and its Subsidiaries
excluding any acquisition of assets that constitutes a Permitted Acquisition; provided, however,
that notwithstanding any of the foregoing to the contrary, Consolidated Capital Expenditures shall
include expenditures of Company and its Subsidiaries with respect to assets constituting a fee
interest in real property acquired by Company or its Subsidiaries other than in connection with a
Permitted Acquisition.

Consolidated Cash Interest Expense
means, for any period, Consolidated Interest Expense for
such period, excluding any amounts not payable in Cash.

Consolidated Fixed Charges
means, for any period, the sum, without duplication, of the
amounts determined for Company and its Subsidiaries on a consolidated basis equal to (i)
Consolidated Cash Interest Expense, (ii) scheduled payments of principal (other than the principal
payment due on the Closing Date Term Loan Maturity Date and on any New Term Loan Maturity Date) on
Consolidated Total Debt, (iii) Consolidated Capital Expenditures and (iv) provisions for current
cash taxes based on income with respect to such period.

Consolidated Interest Expense
means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company
and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of
Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed
with respect to letters of credit and net costs under Interest Rate Agreements, but excluding,
however, any amounts referred to in Sections 2.10(e) and (f) payable on or before the Closing Date.

Consolidated Net Income
means, for any period, (i) the net income (or loss) of Company and
its Subsidiaries on a consolidated basis for such period taken as a single accounting period

8

determined in conformity with GAAP,
minus
(ii)(a) the income of any Person (other than a Subsidiary
of Company) in which any other Person (other than Company or any of its Subsidiaries) has a
joint interest, except to the extent of the amount of dividends or other distributions actually
paid to Company or any of its Subsidiaries by such Person during such period, (b) the income (or
plus
the loss) of any Person accrued prior to the date it becomes a Subsidiary of Company
or is merged into or consolidated with Company or any of its Subsidiaries or that Persons assets
are acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to
the extent that the declaration or payment of dividends or similar distributions by that Subsidiary
of that income is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Subsidiary, (d) any after-tax gains (or
plus
any after-tax losses) attributable to
Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in
clauses (a) through (d) above) any net extraordinary gains (or
plus
any net extraordinary
losses).

Consolidated Total Debt
means, as at any date of determination, the aggregate stated balance
sheet amount of all Indebtedness (other than items described in clauses (iv), (v) and (x) thereof)
of Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Contractual Obligation
means, as applied to any Person, any provision of any Security issued
by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or
other instrument to which that Person is a party or by which it or any of its properties is bound
or to which it or any of its properties is subject.

Contributing Guarantors
as defined in Section 7.2.

Conversion/Continuation Date
means the effective date of a continuation or conversion, as
the case may be, as set forth in the applicable Conversion/Continuation Notice.

Conversion/Continuation Notice
means a Conversion/Continuation Notice substantially in the
form of Exhibit A-2.

Counterpart Agreement
means a Counterpart Agreement substantially in the form of Exhibit H
delivered by a Credit Party pursuant to Section 5.10.

Credit Date
means the date of a Credit Extension.

Credit Document
means any of this Agreement, the Notes, if any, the Collateral Documents,
any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of
Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party
for the benefit of any Agent, Issuing Bank or Lender (excluding Hedge Agreements and Specified Cash
Management Agreements).

Credit Extension
means the making of a Loan or the issuing of a Letter of Credit.

Credit Party
means each Person (other than any Agent, Issuing Bank, Swing Line Lender, any
Lender or any Lender Counterparty or any other representative of any thereof) from time to time
party to a Credit Document.

9

Currency Agreement
means any foreign exchange contract, currency swap agreement, futures
contract, option contract, synthetic cap or other similar agreement or arrangement, each of which
is for the purpose of hedging the projected foreign currency risk associated with Holdings and its
Subsidiaries operations and not for speculative purposes.

Default
means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.

Default Excess
means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lenders Pro Rata Share of the aggregate outstanding principal amount of Loans of all
Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all
of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans
of such Defaulting Lender.

Default Period
means, (x) with respect to any Funds Defaulting Lender, the period commencing
on the date of the applicable Funding Default and ending on the earliest of the following dates:
(i) the date on which all Commitments are cancelled or terminated and/or the Obligations are
declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such
Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata
application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of
Section 2.12, Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting
Lender shall have delivered to Company and Administrative Agent a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on
which Company, Administrative Agent and Requisite Lenders waive all Funding Defaults of such
Defaulting Lender in writing; and (y) with respect to any Insolvency Defaulting Lender, the period
commencing on the date of the applicable Lender Insolvency Default and ending on the earliest of
the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the
Obligations are declared or become immediately due and payable and (ii) the date that such
Defaulting Lender ceases to hold any portion of the Loans or Commitments.

Defaulted Loan
as defined in Section 2.21.

Defaulting Lender
as defined in Section 2.21.

Deposit Account
means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.

Dollars
and the sign
$
mean the lawful money of the United States of America.

Domestic Subsidiary
means any Subsidiary organized under the laws of the United States of
America, any State thereof or the District of Columbia.

Earn-Out Obligations
means any unsecured contingent liability of Holdings or any of its
Subsidiaries owed to any seller in connection with a Permitted Acquisition that (a) constitutes a
portion of the purchase price for such Permitted Acquisition but is not an amount certain on the
date of incurrence thereof and is not subject to any right of acceleration by such seller and (b)
is only payable

10

upon the achievement of performance standards by the Person or other property acquired in such
Permitted Acquisition and in an amount based upon such achievement
provided
that the
formula for determining the aggregate amount of such liability shall be fixed at the date of such
Permitted Acquisition.

Eligible Assignee
means (i) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for all purposes
hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity
that is an

accredited investor

(as defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses;
provided
, Company, any Affiliate of
Company or any natural person shall not be an Eligible Assignee.

Employee
Benefit Plan
means any

employee benefit plan

as defined in Section 3(3) of ERISA
which is or was sponsored, maintained or contributed to by, or required to be contributed by,
Holdings or any of its Subsidiaries or, to the extent that Holdings or any of its Subsidiaries
would be liable under ERISA in respect thereof, any of their respective ERISA Affiliates.

Enumerated Costs
as defined in the definition of Net Asset Sale Proceeds.

Environmental Claim
means any investigation, notice, notice of violation, claim, action,
suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise),
by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous
Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural resources or the
environment.

Environmental Laws
means any and all current or future foreign or domestic, federal or state
(or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, guidance
documents, judgments, Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters, including those relating to any Hazardous
Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous
Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection
of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its
Subsidiaries or any Facility.

Environmental Reports
means any reports and other information, in form scope and substance
satisfactory to the Administrative Agent regarding environmental matters relating to the
Facilities.

ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto.

ERISA Affiliate
means, as applied to any Person, (i) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is
a member of a group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of

11

which that Person, any corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate
of Holdings or such Subsidiary and with respect to liabilities arising after such period for which
Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

ERISA Event
means (i) a reportable event within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet
the minimum funding standard of Sections 412 or 430 of the Internal Revenue Code or Sections 302 or
303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section
412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make by its due
date a required installment under Section 412(m) of the Internal Revenue Code with respect to any
Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the
provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a
notice of intent to terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any
such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
event or condition which might constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the
withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a
complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of
its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan
that it is in reorganization or insolvency within the meaning of Title IV of ERISA, or that it
intends to terminate or has terminated pursuant to Title IV of ERISA; (viii) the occurrence of an
act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any
of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43
of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of
ERISA in respect of any Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be
qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the
Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition
of a Lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA.

Eurodollar Rate Loan
means a Loan bearing interest at a rate determined by reference to the
Adjusted Eurodollar Rate.

Event of Default
means each of the conditions or events set forth in Section 8.1.

12

Exchange Act
means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute.

Existing Credit Agreement
as defined in the recitals hereto.

Existing Lenders
as defined in the recitals hereto.

Facility
means any real property (including all buildings, fixtures or other improvements
located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of
its Subsidiaries or any of their respective predecessors or Affiliates.

Fair Share Contribution Amount
as defined in Section 7.2.

Fair Share
as defined in Section 7.2.

Fair Share Shortfall
as defined in Section 7.2.

Federal Funds Effective Rate
means for any day, the rate per annum (expressed, as a decimal,
rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day;
provided
, (i) if such day is not a Business Day, the
Federal Funds Effective Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for
such day shall be the average rate charged to Administrative Agent, in its capacity as a lender, on
such day on such Federal funds transactions as determined by Administrative Agent.

Financial Officer Certification
means, with respect to the financial statements for which
such certification is required, the certification of the chief financial officer of Holdings that
such financial statements fairly present, in all material respects, the financial condition of
Holdings and its Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from audit and normal
year-end adjustments.

Financial Plan
as defined in Section 5.1(i).

First Priority
means, with respect to any Lien purported to be created in any Collateral
pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is
subject, other than Permitted Liens.

Fiscal Quarter
means a fiscal quarter of any Fiscal Year.

Fiscal Year
means the fiscal year of Holdings and its Subsidiaries ending on December 31 of
each calendar year.

Fixed Charge Coverage Ratio
means the ratio as of the last day of any Fiscal Quarter of (i)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending, to (ii) Consolidated
Fixed Charges for such four-Fiscal Quarter period.

13

Flood Hazard Property
means any Real Estate Asset subject to a Mortgage and located in
an area designated by the Federal Emergency Management Agency as having special flood or mud slide
hazards.

Foreign Subsidiary
means any Subsidiary that is not a Domestic Subsidiary.

Funding Default
as defined in Section 2.21.

Funding Guarantors
as defined in Section 7.2.

Funds Defaulting Lender
as defined in Section 2.21.

Funding Notice
means a notice substantially in the form of Exhibit A-1.

GAAP
means, subject to the limitations on the application thereof set forth in Section 1.2,
United States generally accepted accounting principles in effect as of the date of determination
thereof.

Governmental Acts
means any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority.

Governmental Authority
means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government or any court, in each
case whether associated with a state of the United States, the United States, or a foreign entity
or government.

Governmental Authorization
means any permit, license, authorization, plan, directive,
consent order or consent decree of or from any Governmental Authority.

Grantor
as defined in the Pledge and Security Agreement.

Guaranteed Obligations
as defined in Section 7.1.

Guarantor
means each of Holdings and each Domestic Subsidiary of Holdings (other than
Company and certain Permitted Partially-Owned Subsidiaries that do not provide a Guaranty).

Guarantor Subsidiary
means each Guarantor other than Holdings.

Guaranty
means the guaranty of each Guarantor set forth in Section 7.

Hazardous Materials
means any chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard
to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or
to the indoor or outdoor environment.

Hedge Agreement
means an Interest Rate Agreement or a Currency Agreement entered into with a
Lender Counterparty.

Highest Lawful Rate
means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender
which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

Historical Financial Statements
means as of the Closing Date, (i) the audited financial
statements of Holdings and its Subsidiaries, for the immediately preceding three Fiscal Years,
consisting of balance sheets and the related consolidated statements of income, stockholders
equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of
Holdings and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance
sheet and the related consolidated statements of income, stockholders equity and cash flows for
the three-, six- or nine-month period, as applicable, ending on such date, and, in the case of
clauses (i) and (ii), certified by the chief financial officer of Company that they fairly present,
in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments.

Holdings
as defined in the preamble hereto.

Immaterial Subsidiary
for purposes of Section 8.1(f) and Section 8.1(g), shall mean one or
more Subsidiaries of Holdings that, on a consolidated basis did not (i) for the most recently
concluded Fiscal Year account for more than 3.0% of consolidated revenues of Holdings and its
Subsidiaries and (ii) as of the last day of such Fiscal Year own more than 3.0% of the consolidated
assets of Holdings and its Subsidiaries.

Increased Amount Date
as defined in Section 2.24.

Increased-Cost Lenders
as defined in Section 2.22.

Indebtedness
, as applied to any Person, means, without duplication, (i) all indebtedness for
borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly
classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA and ordinary course trade
payables), which purchase price is (a) due more than six months from the date of incurrence of the
obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that Person regardless
of whether the indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of

15

that Person; (vi) the face amount of any letter of credit issued for the account of that
Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the
direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse by such Person of
the obligation of another; (viii) any obligation of such Person the primary purpose or intent of
which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid
or discharged, or any agreement relating thereto will be complied with, or the holders thereof will
be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such
Person for the obligation of another through any agreement (contingent or otherwise) (a) to
purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance
sheet item, level of income or financial condition of another if, in the case of any agreement
described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is
as described in clause (viii) above; and (x) obligations of such Person in respect of any exchange
traded or over the counter derivative transaction, including, without limitation, any Interest Rate
Agreement and Currency Agreement, whether entered into for hedging or speculative purposes;
provided
, in no event shall obligations under any Interest Rate Agreement and any Currency
Agreements be deemed

Indebtedness

for any purpose under Section 6.8.

Indemnified Liabilities
means, collectively, any and all liabilities, obligations, losses,
damages (including natural resource damages), penalties and claims (including Environmental
Claims), and any and all reasonable and documented costs (including the costs of any investigation,
study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable and documented fees and
disbursements of counsel for Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses incurred by
Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether
based on any federal, state or foreign laws, statutes, rules or regulations (including securities
and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted
against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the
other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders
agreement to make Credit Extensions, the syndication of the credit facilities provided for herein
or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit
Documents (including any sale of, collection from, or other realization upon any of the Collateral
or the enforcement of the Guaranty)); (ii) the Commitment Letter (and any fee letter related
thereto); or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity, operation, land ownership, or
practice of Holdings or any of its Subsidiaries.

Indemnitee
as defined in Section 10.3.

Insolvency Defaulting Lender
as defined in Section 2.21.

Installment
as defined in Section 2.11.

16

Installment Date
as defined in Section 2.11.

Interest Payment Date
means with respect to (i) any Loan that is a Base Rate Loan, the last
Business Day of each March, June, September and December of each year, commencing on the first such
date to occur after the Closing Date, and the final maturity date of such Loan; and (ii) any Loan
that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan;
provided
, in the case of each Interest Period of longer than three months

Interest Payment
Date

shall also include each date that is three months, or an integral multiple thereof, after the
commencement of such Interest Period.

Interest Period
means, in connection with a Eurodollar Rate Loan, an interest period of
one-, two-, three- or six-months, as selected by Company in the applicable Funding Notice or
Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or
Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the
day on which the immediately preceding Interest Period expires;
provided
, (a) if an
Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period
shall expire on the next succeeding Business Day unless no further Business Day occurs in such
month, in which case such Interest Period shall expire on the immediately preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall, subject to clauses (c) and (d) of this definition, end on the last Business Day of a
calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall
extend beyond such Classs Term Loan Maturity Date; and (d) no Interest Period with respect to any
portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

Interest Rate Agreement
means any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate hedging agreement or other similar agreement or
arrangement, each of which is for the purpose of hedging the projected interest rate exposure
associated with Holdings and its Subsidiaries operations and not for speculative purposes.

Interest Rate Determination Date
means, with respect to any Interest Period, the date that
is two Business Days prior to the first day of such Interest Period.

Internal Revenue Code
means the Internal Revenue Code of 1986, as amended to the date hereof
and from time to time hereafter, and any successor statute.

Investment
means (i) any direct or indirect purchase or other acquisition by Holdings or any
of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person
(other than Company or a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than
Holdings, Company or any Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any
direct or indirect loan, advance (other than advances to employees for moving, entertainment and
travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Holdings or any of its Subsidiaries to any other Person (other than
Holdings, Company or any Guarantor Subsidiary), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales to that other Person
in the ordinary course of business. The amount of any Investment shall be the original cost of such
Investment
plus

17

the cost of all additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.

Issuance Notice
means an Issuance Notice substantially in the form of Exhibit A-3.

Issuing Bank
means Wells Fargo as Issuing Bank hereunder, together with its permitted
successors and assigns in such capacity.

Joinder Agreement
means an agreement substantially in the form of Exhibit L.

Joint Venture
means a joint venture, partnership or other similar arrangement, whether in
corporate, partnership or other legal form;
provided
, in no event shall any corporate
Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

Landlord Consent and Estoppel
means, with respect to any Leasehold Property, a letter,
certificate or other instrument in writing from the lessor under the related lease, pursuant to
which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold
Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance
acceptable to the Collateral Agent in its reasonable discretion, but in any event sufficient for
the Collateral Agent to obtain a Title Policy with respect to such Mortgage.

Leasehold Property
means any leasehold interest of any Credit Party as lessee under any
lease of real property, other than any such leasehold interest designated from time to time by
Collateral Agent in its sole discretion as not being required to be included in the Collateral.

Lender
means each financial institution listed on the signature pages hereto as a Lender and
any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder
Agreement.

Lender Counterparty
means each Lender or any Affiliate of a Lender counterparty to a Hedge
Agreement or a Specified Cash Management Arrangement (including any Person who is a Lender (and any
Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a
Hedge Agreement or Specified Cash Management Arrangement, ceases to be a Lender), including,
without limitation, each such Affiliate that enters into a joinder agreement with the Collateral
Agent.

Lender Insolvency Default
as defined in Section 2.21.

Letter of Credit
means a commercial or standby letter of credit issued or to be issued by
Issuing Bank pursuant to this Agreement.

Letter of Credit Sublimit
means the lesser of (i) $15,000,000 and (ii) the aggregate unused
amount of the Revolving Commitments then in effect.

Letter of Credit Usage
means, as at any date of determination, the sum of (i) the maximum
aggregate amount which is, or at any time thereafter may become, available for drawing under all

18

Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under
Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of
Company.

Leverage Ratio
means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated
Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period
ending on such date (as determined in accordance with Section 6.8(f)).

Lien
means (i) any lien, claim, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, and any lease in the nature thereof) and any option, trust or
other preferential arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party with respect to
such Securities.

Liquidity Amount
means the sum of (i) cash of Company and its wholly-owned Domestic
Subsidiaries as of such day that is uncommitted and, other than in favor of the Collateral Agent,
unrestricted and unencumbered, and (ii) if the conditions to funding set forth in Section 3.2 could
be met on such day, an amount equal to (x) the aggregate amount of the Revolving Commitments less
(y) the Revolving Exposure, in each case as of such day after giving effect to the transaction(s)
in connection with which the Liquidity Amount is being determined.

Loan
means a Closing Date Term Loan, a Revolving Loan, a Swing Line Loan or a New Term Loan.

Margin Stock
as defined in Regulation U of the Board of Governors of the Federal Reserve
System as in effect from time to time.

Material Adverse Effect
means a material adverse effect on (i) the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Holdings and its
Subsidiaries, taken as a whole; (ii) the ability of the Credit Parties to fully and timely perform
the Obligations, taking into consideration the Guaranty and the joint and several obligations of
Guarantors in respect of the Guaranty; (iii) the legality, validity, binding effect or
enforceability against the Credit Parties of the Credit Documents, taking into consideration the
Guaranty and the joint and several obligations of Guarantors in respect of the Guaranty; (iv) the
rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any
Secured Party under the Credit Documents, taking into consideration the Guaranty and the joint and
several obligations of Guarantors in respect of the Guaranty; or (v) the Collateral or the
Collateral Agents Liens, on behalf of Secured Parties on the Collateral or the First Priority of
such Liens.

Material Contract
means any contract or other arrangement to which Holdings or any of its
Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance,
cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

Material Real Estate Asset
means (i) (a) any fee owned Real Estate Asset having a fair
market value in excess of $1,000,000 as of the date of the acquisition thereof and (b) all
Leasehold Properties other than those with respect to which the aggregate payments under the term
of the lease are less than $500,000 per annum or (ii) any Real Estate Asset that the Requisite
Lenders have reasonably determined is material to the business, operations, properties, assets,
condition (financial or

19

otherwise) or prospects of Holdings or any Subsidiary thereof, including Company and with
respect to which the Administrative Agent has provided written notice to Company of such
determination.

Moodys
means Moodys Investor Services, Inc.

Mortgage
means a Mortgage substantially in the form of Exhibit J, as it may be amended,
restated, supplemented or otherwise modified from time to time to reflect such changes as Company
and Administrative Agent may agree.

Mortgaged Property
as defined in Section 5.11.

Multiemployer
Plan
means any Employee Benefit Plan which is a

multiemployer plan

as
defined in Section 3(37) of ERISA.

NAIC
means The National Association of Insurance Commissioners, and any successor thereto.

Narrative Report
means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of Holdings and its Subsidiaries
in the form and to the extent prepared for presentation to senior management thereof for the
applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then
current Fiscal Year to the end of such period to which such financial statements relate.

Net Asset Sale Proceeds
means, with respect to any Asset Sale, an amount equal to: (i) Cash
payments (including any Cash received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received) received by Holdings or any
of its Subsidiaries from such Asset Sale,
minus
(ii) any bona fide direct costs incurred in
connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a
result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve for any
indemnification payments (fixed or contingent) attributable to sellers indemnities and
representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or
any of its Subsidiaries in connection with such Asset Sale and (d) payment of legal, broker or
other fees and commissions (items (a)-(d) collectively, the 
Enumerated Costs
).

Net Insurance/Condemnation Proceeds
means an amount equal to: (i) any Cash payments or
proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in
respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or
any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or
otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of
such a taking,
minus
(ii)(a) any actual and reasonable costs incurred by Holdings or any of
its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such
Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any
sale of such assets as referred to in clause (i)(b) of this definition, including any Enumerated
Costs.

New Revolving Loan Commitments
as defined in Section 2.24.

20

New Revolving Lender
as defined in Section 2.24.

New Revolving Loans
as defined in Section 2.24.

New Term Loan Commitments
as defined in Section 2.24.

New Term Loan Exposure
means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the New Term Loans of such Lender.

New Term Loan Lender
as defined in Section 2.24.

New Term Loan Maturity Date
means the date that New Term Loans of a Series shall become due
and payable in full hereunder, as specified in the applicable Joinder Agreement, including by
acceleration or otherwise.

New Term Loans
as defined in Section 2.24.

Non-US Lender
as defined in Section 2.19(c).

Note
means a Term Loan Note, a Revolving Loan Note or a Swing Line Note.

Notice
means a Funding Notice or a Conversion/Continuation Notice.

Obligations
means all obligations of every nature of each Credit Party from time to time
owed to the Agents (including former Agents), the Lenders or any of them or their respective
Affiliates and Lender Counterparties, under any Credit Document, Specified Cash Management
Arrangement or Hedge Agreement (including, without limitation, with respect to a Specified Cash
Management Arrangement or Hedge Agreement, obligations owed thereunder to any person who was a
Lender or an Affiliate of a Lender at the time such Specified Cash Management Arrangement or Hedge
Agreement was entered into), whether for principal, interest (including interest which, but for the
filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any
Obligation, whether or not a claim is allowed against such Credit Party for such interest in the
related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments
for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

Obligee Credit Party
as defined in Section 7.7.


OFAC
 means the U.S. Department of the Treasurys Office of Foreign Assets Control.

Organizational Documents
means (i) with respect to any corporation, its certificate or
articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any
limited partnership, its certificate of limited partnership, as amended, and its partnership
agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as
amended, and (iv) with respect to any limited liability company, its articles of organization, as
amended, and its operating agreement, as amended. In the event any term or condition of this
Agreement or any other Credit Document requires any Organizational Document to be certified by a
secretary of state or similar governmental official, the reference to any such

Organizational
Document

shall only be to a document of a type customarily certified by such governmental
official.

Pension Plan
means any Employee Benefit Plan, other than a Multiemployer Plan, that is
subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

Permitted Acquisition
means any acquisition by Company or any of its Subsidiaries, whether
by purchase, merger or otherwise, of (y) all or substantially all of the assets of, or more than
50% of the Capital Stock of, or a business line or unit or a division of, any Person or (z) any
additional portion, or all, of the Capital Stock of any Permitted Partially-Owned Subsidiary;
provided,

(i) immediately
prior to, and after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing or would result therefrom;

(ii) [Reserved];

(iii) all transactions in connection therewith shall be consummated, in all material respects,
in accordance with all applicable laws and in conformity with all applicable Governmental
Authorizations;

(iv) in the case of the acquisition of Capital Stock, (i) after giving effect to such
acquisition, more than 50% of the Capital Stock (except for any such Securities in the nature of
directors qualifying shares required pursuant to applicable law) acquired or otherwise issued by
such Person or any newly formed Subsidiary of Company in connection with such acquisition shall be
owned by Company or a Guarantor Subsidiary thereof, (ii) in the case of acquisitions where Company
owns more than 50% but less than 100% of such Subsidiary and such Subsidiary is a Domestic
Subsidiary, Company shall designate such Subsidiary as a Permitted Partially-Owned Subsidiary, and
(iii) Company shall have taken, or caused to be taken, as of the date such Person becomes a
Subsidiary of Company, each of the actions set forth in Sections 5.10 and/or 5.11 to the extent
required thereby;

(v) any Person or assets so acquired shall be located exclusively in the United States, Canada
or the United Kingdom;
provided
that immediately after giving effect to any such Permitted
Acquisition in Canada or the United Kingdom, Companys Liquidity Amount shall be greater than or
equal to $50,000,000;

(vi) Holdings and its Subsidiaries shall be in compliance with the financial covenants set
forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the first
day of the four quarter period ending on the last day of the Fiscal Quarter most recently ended (in
accordance with Section 6.8(f));

(vii) Company shall have delivered to Administrative Agent (A) at least five Business Days
prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8
as required under clause (vi) above, together with all relevant financial information with respect
to such acquired assets, including, without limitation, the aggregate consideration for such
acquisition and any other information required to demonstrate compliance with Section 6.8;
provided, however, that Company shall not be required to comply with the provisions of this clause

22

(vii) with respect to an acquisition unless the consideration to be paid by Company and its
Subsidiaries in respect of such acquisition is greater than $50,000,000;

(viii) any Person or assets or division as acquired in accordance herewith shall be in a
business or lines of business the same as, related, complementary or ancillary to, the business or
lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date; and

(ix) notwithstanding any of the foregoing to the contrary, Permitted Acquisition shall
include any acquisition of any assets constituting a fee interest in real property in connection
with such Permitted Acquisition; provided that an acquisition of a fee interest in real property
in connection with a Permitted Acquisition shall include a fee interest in real property acquired
subsequent to the closing date of such Permitted Acquisition so long as Company or its Subsidiary
is obligated as of the closing date of such Permitted Acquisition to purchase the fee interest on a
date certain within one year of the closing date of such Permitted Acquisition.

Permitted Liens
means each of the Liens permitted pursuant to Section 6.2.

Permitted Partially-Owned Subsidiary
means (a) those Domestic Subsidiaries of Company listed
on Schedule 1.1 existing on the Closing Date, and (b) those Domestic Subsidiaries of Company
acquired or created after the Closing Date, including laboratories and other associated veterinary
businesses, and designated by Company as a Permitted Partially-Owned Subsidiary by written notice
to the Administrative Agent,
provided
, that, with respect to Permitted Partially-Owned
Subsidiaries acquired or created after the Closing Date, (i) Company owns more than 50% of the
outstanding Capital Stock of such Subsidiary, (ii) Company shall use its commercially reasonable
efforts to cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and
Security Agreement, and (iii) Company shall use its commercially reasonable efforts to cause the
owner of the remaining Capital Stock of such Subsidiary to pledge his or her Capital Stock in such
Permitted Partially-Owned Subsidiary in favor of the Collateral Agent for the benefit of the
Secured Parties.

Permitted Seller Notes
means promissory notes containing subordination provisions in
substantially the form of, or no less favorable to Lenders (in the reasonable judgment of
Administrative Agent) than the subordination provisions contained in, Exhibit K annexed hereto,
representing any Indebtedness of Holdings or Company incurred in connection with any Permitted
Acquisition payable to the seller in connection therewith, as such note may be amended,
supplemented or otherwise modified from time to time to the extent permitted under Section 6.16;
provided
that, no Permitted Seller Note shall (i) be guarantied by any Subsidiary of
Holdings or secured by any property of Holdings, Company or any of its Subsidiaries, (ii) bear cash
interest at a rate greater than 8.5% per annum; or, (iii) except in accordance with Section 6.5,
provide for any prepayment or repayment of all or any portion of the principal thereof prior to the
date of the final scheduled installment of principal of the Loans;
provided
,
further
, that in no event shall the aggregate scheduled cash payments of principal and
interest on all outstanding Permitted Seller Notes exceed $4,000,000 in any Fiscal Year.

Permitted Subsidiary Dropdown
means a transaction in which (a) a Domestic Subsidiary of
Company (for purposes of this definition, the existing Subsidiary) creates a Domestic Subsidiary
(for purposes of this definition, the new Subsidiary) and transfers some or all of the assets of
the existing Subsidiary to the new Subsidiary, (b) the existing Subsidiary transfers some of the
Capital

23

Stock in the new Subsidiary to a third Person, or the new Subsidiary issues Capital Stock in
the new Subsidiary to a third Person, (i) as part of the transaction pursuant to which a Person was
acquired and merged into the new Subsidiary or (ii) as part of an agreement to retain such Person
as an employee of the business of Holdings and its Subsidiaries and (c) the new Subsidiary is
designated as a Permitted Partially-Owned Subsidiary.

Permitted
Transferee
has the meaning set forth in the definition of
Specified Acquisition
.


Permitted Unsecured Indebtedness
 shall mean unsecured Indebtedness of Company or any of its
Guarantor Subsidiaries; provided that (a) the terms of such debt (i) do not provide for any
scheduled repayment, maturity date, mandatory redemption or sinking fund obligation prior to 90
days after the later of the Closing Date Term Loan Maturity and any then existing New Term Loan
Maturity Date and (ii) do not materially restrict, limit or adversely affect the ability of any
Credit Party to perform their obligations under any of the Credit Documents and (b) to the extent
such Indebtedness is by its terms subordinated in right of payment to the Obligations, (i) such
Indebtedness is subordinated to the Obligations on a basis reasonably satisfactory to
Administrative Agent (it being understood and agreed that any such determination by Administrative
Agent shall be binding on the Lenders and Lender Counterparties) and (ii) the terms of such
subordinated indebtedness provide that no payments of any kind may be made under such subordinated
indebtedness during any period while a Default or an Event of Default has occurred and is
continuing or would arise as a result of such payment and (c) the covenants, events of default and
credit support are (i) reasonably customary for similar offerings by issuers with credit ratings
comparable to that of the issuer of such debt and (ii) no more restrictive than the covenants,
events of default and credit support under this Agreement and (d) the terms of such debt are
otherwise reasonably satisfactory to Administrative Agent (it being understood and agreed that any
such determination by Administrative Agent shall be binding on the Lenders and Lender
Counterparties);
provided
further
that Permitted Seller Notes shall not be
considered Permitted Unsecured Indebtedness.

Pledge and Security Agreement
means the Pledge and Security Agreement executed by Company,
each Guarantor and the Collateral Agent dated as of the date hereof, as it may be amended,
supplemented or otherwise modified from time to time.

Prime Rate
means the rate of interest per annum that Wells Fargo announces from time to time
as its prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any customer. Wells
Fargo or any other Lender may make commercial loans or other loans at rates of interest at, above
or below the Prime Rate.

24

Principal Office
means, for each of Administrative Agent, Swing Line Lender and Issuing
Bank, such Persons

Principal Office

as set forth on Appendix B, or such other office or office
of a third party or sub-agent, as appropriate, as such Person may from time to time designate in
writing to Company, Administrative Agent and each Lender.

Projections
as defined in Section 3.1(i).

Pro Rata Share
means (i) with respect to all payments, computations and other matters
relating to the Closing Date Term Loan of any Lender, the percentage obtained by dividing (a) the
Closing Date Term Loan Exposure of that Lender by (b) the aggregate Closing Date Term Loan Exposure
of all Lenders; (ii) with respect to all payments, computations and other matters relating to the
Revolving Commitment or Revolving Loans of any Lender or participations purchased therein by any
Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage
obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving
Exposure of all Lenders; and (iii) with respect to all payments, computations, and other matters
relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage
obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by
(b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series. For all other
purposes with respect to each Lender,

Pro Rata Share

means the percentage obtained by dividing
(A) an amount equal to the sum of the Closing Date Term Loan Exposure, the Revolving Exposure and
the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate
Closing Date Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan
Exposure of all Lenders.

Public Disclosure
means Holdings most recent annual report, Form 10-K for the most recently
completed fiscal year, each quarterly report on Form 10-Q or any current reports on Form 8-K (or
similar reports filed on successor forms) filed since the initial filing date of such Form 10-K, in
each case filed at least 5 Business Days prior to the Closing Date.

Public Lender
as defined in Section 5.12.

Real Estate Asset
means, at any time of determination, any interest (fee, leasehold or
otherwise) then owned by any Credit Party in any real property.

Record Document
means, with respect to any Leasehold Property, (i) the lease evidencing such
Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected
real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the
holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed
and acknowledged by such holder, in each case in form sufficient to give such constructive notice
upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

Recorded Leasehold Interest
means a Leasehold Property with respect to which a Record
Document has been recorded in all places necessary or desirable, in Collateral Agents reasonable
judgment, to give constructive notice of such Leasehold Property to third-party purchasers and
encumbrancers of the affected real property.

Refunded Swing Line Loans
as defined in Section 2.3(b)(iv).

25

Register
as defined in Section 2.6(b).

Regulation D
means Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

Reimbursement Date
as defined in Section 2.23(d).

Related Fund
means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

Release
means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material), including the movement
of any Hazardous Material through the air, soil, surface water or groundwater.

Replacement Lender
as defined in Section 2.22.

Replacement Term Loans
as defined in Section 10.5(e).

Requisite Class Lenders
means, as at any date of determination, (i) for the Class of Lenders
having Closing Date Term Loan Exposure, Lenders holding more than 50% of the aggregate Closing Date
Term Loan Exposure of all Lenders; (ii) for the Class of Lenders having Revolving Exposure, Lenders
having or holding more than 50% of the aggregate Revolving Exposure of all Lenders; and (iii) for
each Class of Lenders having New Term Loan Exposure, Lenders holding more than 50% of the aggregate
New Term Loan Exposure of that Class.

Requisite Lenders
means Lenders having or holding Closing Date Term Loan Exposure, New Term
Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the
aggregate Closing Date Term Loan Exposure of all Lenders; (ii) the aggregate Revolving Exposure of
all Lenders; and (iii) the aggregate New Term Loan Exposure of all Lenders.

Restricted Junior Payment
means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of stock of Holdings or Company or any of its Subsidiaries
now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to
the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of
Holdings or Company or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of stock of Holdings or Company or any of its Subsidiaries now or
hereafter outstanding and (iv) any payment or prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness or any
Permitted Unsecured Indebtedness.

Revolving Commitment
means the commitment of a Lender to make or otherwise fund any
Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder
and
Revolving Commitments
means such commitments of all Lenders in the aggregate. The amount

26

of each Lenders Revolving Commitment, if any, is set forth on Appendix A-2 or in the
applicable Assignment Agreement or Joinder Agreement, as the case may be, subject to any adjustment
or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving
Commitments as of the Closing Date is $100,000,000.

Revolving Commitment Period
means the period from the Closing Date to but excluding the
Revolving Commitment Termination Date.

Revolving Commitment Termination Date
means the earliest to occur of (i) August 19, 2015,
(ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.12(b)
or 2.13, and (iii) the date of the termination of the Revolving Commitments pursuant to Section
8.1.

Revolving Exposure
means, with respect to any Lender as of any date of determination, (i)
prior to the termination of the Revolving Commitments, that Lenders Revolving Commitment; and (ii)
after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding
principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of
any participations by Lenders in such Letters of Credit), (c) in the case of Lenders (other than an
Issuing Bank with respect to Letters of Credit issued by it), the aggregate amount of all
participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing
under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and
(e) in the case of Lenders other than the Swing Line Lender, the aggregate amount of all
participations therein by that Lender in any outstanding Swing Line Loans.

Revolving Lender
shall mean a Lender with a Revolving Commitment.

Revolving Loan
means a Loan made by a Lender to Company pursuant to Section 2.2(a).

Revolving Loan Note
means a promissory note in the form of Exhibit B-3, as it may be
amended, supplemented or otherwise modified from time to time.

Sanctioned Entity
means (a) an agency of the government of, (b) an organization directly or
indirectly controlled by, or (c) a person resident in, a country that is subject to a sanctions
program identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time
as such program may be applicable to such agency, organization or person.

Sanctioned Person
means a person named on the list of Specially Designated Nationals or
Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml, or as otherwise published from time
to time.

Secured Parties
has the meaning assigned to that term in the Pledge and Security Agreement.

27

Securities
means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as

securities

or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

Securities Act
means the Securities Act of 1933, as amended from time to time, and any
successor statute.

Series
as defined in Section 2.24.

Settlement Confirmation
as defined in Section 10.6(b).

Settlement Service
as defined in Section 10.6(d).

Solvency Certificate
means a Solvency Certificate of the chief financial officer of Holdings
substantially in the form of Exhibit G-2.

Solvent
means, with respect to any Person, that as of the date of determination both (i)(a)
the sum of such Persons debt (including contingent liabilities) does not exceed all of its
property, at a fair valuation; (b) the present fair saleable value of the property of such Person
is not less than the amount that will be required to pay the probable liabilities on such Persons
then existing debts as they become absolute and matured; (c) such Persons capital is not
unreasonably small in relation to its business or any contemplated or undertaken transaction; and
(d) such Person does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is

solvent

within the meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances. For purposes of this definition, the amount of any
contingent liability at any time shall be computed as the amount that, in light of all of the facts
and circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).

Specified Acquisition
means a Permitted Acquisition in which, as part of such acquisition,
Company or the Company Subsidiary that makes such acquisition sells, assigns or otherwise transfers
Capital Stock of the target company (or, subject to such sale, assignment or transfer not being a
Change of Control or a Default hereunder, any entity into which the target company is merged or
into which substantially all of the assets of the target company are acquired) to any member of the
management of, employee of, or any owner of the Capital Stock of the company that was the subject
of such Permitted Acquisition (such member or owner, a
Permitted Transferee
).


Specified Cash Management Arrangement
 means any cash management arrangement (a) entered into
by (i) Company or any of its Subsidiaries and (ii) any Lender Counterparty, as counterparty and (b)
which has been designated by such Lender Counterparty and Company, by notice to the Administrative
Agent not later than thirty (30) days after the execution and delivery by Company or such
Subsidiary thereof, as a Specified Cash Management Arrangement. No Lender Counterparty that is a
party to a Specified Cash Management Arrangement shall have any rights in

28

connection with the management or release of any Collateral or of the Obligations of any
Credit Party under any Credit Document. For the avoidance of doubt, (i) all cash management
arrangements provided by the Administrative Agent or any of its Affiliates and (ii) all cash
management arrangements in existence on the Closing Date between Company or any of its Subsidiaries
and any Lender or an Affiliate thereof, shall constitute Specified Cash Management Arrangements.

Subject Transaction
as defined in Section 6.8(f).

Subordinated Indebtedness
means (i) Indebtedness outstanding under Permitted Seller Notes,
(ii) any Permitted Unsecured Indebtedness noted in clause (b) of the definition of Permitted
Unsecured Indebtedness and (iii) any Take Out Securities that constitute Indebtedness.

Subsidiary
means, with respect to any Person, any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof;
provided
, in determining the percentage of ownership
interests of any Person controlled by another Person, no ownership interest in the nature of a

qualifying share

of the former Person shall be deemed to be outstanding.

Swing Line Lender
means Wells Fargo in its capacity as Swing Line Lender hereunder, together
with its permitted successors and assigns in such capacity.

Swing Line Loan
means a Loan made by Swing Line Lender to Company pursuant to Section 2.3.

Swing Line Note
means a promissory note in the form of Exhibit B-3, as it may be amended,
supplemented or otherwise modified from time to time.

Swing Line Sublimit
means the lesser of (i) $10,000,000, and (ii) the aggregate unused
amount of Revolving Commitments then in effect.

Syndication Agent
as defined in the preamble hereto.

Take Out Securities
means Capital Stock or other securities convertible into or otherwise
linked to Capital Stock, the net proceeds of which are used to repay the Loans and/or the Revolving
Commitments;
provided
, however, that to the extent the issuance of such Capital Stock or
other securities constitute Indebtedness, such Indebtedness shall be unsecured and subordinated in
a manner satisfactory to the Agents.

Tax
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction
or withholding of any nature now or hereafter imposed, levied, collected, withheld or assessed by
any taxing authority;
provided
,

Tax on the overall net income

of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or
in which that Persons applicable principal office (and/or, in the case of a Lender, its lending
office) is located or in

29

which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing
business on or measured by all or part of the net income, profits or gains (whether worldwide, or
only insofar as such income, profits or gains are considered to arise in or to relate to a
particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its
applicable lending office).

Term Loan
means a Closing Date Term Loan or a New Term Loan.

Term Loan Commitment
means a Closing Date Term Loan Commitment or a New Term Loan
Commitment, and Term Loan Commitments means such commitments of all Lenders.

Term Loan Maturity Date
means the Closing Date Term Loan Maturity Date or the New Term Loan
Maturity Date, as applicable, of any Series of New Term Loans.

Term Loan Note
means a promissory note substantially in the form of Exhibit B-1, as it may
be amended, supplemented or otherwise modified from time to time.

Terminated Lender
as defined in Section 2.22.

Title Policy
as defined in Section 5.11.

Total Utilization of Revolving Commitments
means, as at any date of determination, the sum
of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving
Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank
for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate
principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

Transaction Costs
means the fees, costs and expenses payable by Holdings, Company or any of
Companys Subsidiaries in connection with the closing of the transactions contemplated by the
Credit Documents, on the Closing Date.

Type of Loan
means (i) with respect to either Term Loans or Revolving Loans, a Base Rate
Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

UCC
means the Uniform Commercial Code (or any similar or equivalent legislation) as in
effect in any applicable jurisdiction.

UCC Questionnaire
means a certificate in form satisfactory to the Collateral Agent that
provides information with respect to the personal or mixed property of each Credit Party.

1.2 Accounting Terms
.

(a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent
with
that used in preparing the Historical Financial Statements, except as otherwise specifically
prescribed herein.

30

(b) If at any time any change in GAAP or in the application of GAAP would affect the
computation of any financial ratio or other financial covenant set forth in any Credit Document,
and either Company or the Requisite Lenders shall so request, Administrative Agent, Lenders and
Company shall negotiate in good faith to amend (subject to Section 10.5) such ratio or covenant to
preserve the original intent thereof in light of such change in (or in the application of) GAAP;
provided that, until so amended, (i) such ratio or financial covenant shall continue to be computed
in accordance with GAAP prior to such change in (or in application of) GAAP and (ii) Company shall
provide to the Administrative Agent financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or financial covenant made before and after giving effect to such change in (or in
the application of) GAAP as is reasonably necessary to demonstrate compliance (or non-compliance)
with such ratio or financial covenants.

(c) Notwithstanding any other provision contained herein, calculations in connection with the
definitions, covenants and other provisions hereof shall be made without giving effect to any
election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of any Credit
Party or any Subsidiary of any Credit Party at fair value).

1.3 Interpretation, etc.
Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference. References herein to
any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the
word include or including, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not nonlimiting language
(such as

without limitation

or

but not limited to

or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS

2.1 Closing Date Term Loans
.

(a)
Closing Date Term Loan Commitments
. Subject to the terms and conditions hereof,
each Lender severally agrees to make, on the Closing Date, a Closing Date Term Loan to Company in
an amount equal to such Lenders Closing Date Term Loan Commitment. Company may make only one
borrowing under the Closing Date Term Loan Commitments which shall be on the Closing Date. Any
amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.
Subject to Sections 2.12(a)
and 2.13, all amounts owed hereunder with respect to the Closing Date Term Loans shall be paid
in full no later than the Closing Date Term Loan Maturity Date. Each Lenders Closing Date Term
Loan Commitment shall terminate immediately and without further action on the Closing Date after
giving effect to the funding of such Lenders Closing Date Term Loan Commitment on such date.

31

(b)
Borrowing Mechanics for Closing Date Term Loans
.

(i) Company shall deliver to Administrative Agent a fully executed and delivered Closing Date
Certificate (which shall be deemed to be a Funding Notice with respect to the Closing Date Term
Loans for all purposes hereof) no later than 1:00 p.m. (New York City time) one Business Day prior
to the Closing Date. Promptly upon receipt by Administrative Agent of such certificate,
Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Closing Date Term Loan available to Administrative Agent not
later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds
in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or
waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds
of the Closing Date Term Loans available to Company on the Closing Date by causing an amount of
same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent
from Lenders to be credited to the account of Company at the Principal Office designated by
Administrative Agent or to such other account as may be designated in writing to Administrative
Agent by Company.

(iii) All Closing Date Term Loans must be, as of the Closing Date, Base Rate Loans.

2.2 Revolving Loans
.

(a)
Revolving Commitments
. During the Revolving Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in the
aggregate amount up to but not exceeding such Lenders Revolving Commitment;
provided
,
after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of
Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant
to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each
Lenders Revolving Commitment shall expire on the Revolving Commitment Termination Date and all
Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the
Revolving Commitments shall be paid in full no later than such date.

(b)
Borrowing Mechanics for Revolving Loans
.

(i) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of
$1,000,000 and integral multiples of $500,000 in excess of that amount, and Revolving Loans that
are Eurodollar Rate Loans shall be in an aggregate minimum amount of $2,000,000 and integral
multiples of $1,000,000 in excess of that amount.

(ii) Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to
Administrative Agent a fully executed and delivered Funding Notice no later than 1:00 p.m. (New
York City time) at least three Business Days in advance of the proposed Credit Date in the case of
a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the
case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding
Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on

32

and after the
related Interest Rate Determination Date, and Company shall be bound to make a borrowing in
accordance therewith.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with
the amount of each Lenders Pro Rata Share thereof, if any, together with the applicable interest
rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with
reasonable promptness, but (provided Administrative Agent shall have received such notice by 1:00
p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as
Administrative Agents receipt of such Notice from Company.

(iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent
not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of
same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Except
as provided herein, upon satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the
applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of
all such Revolving Loans received by Administrative Agent from Lenders to be credited to the
account of Company at the Principal Office designated by the Administrative Agent or such other
account as may be designated in writing to Administrative Agent by Company.

(v) Any Revolving Loans made on the Closing Date must be, as of the Closing Date, Base Rate
Loans.

2.3 Swing Line Loans
.

(a)
Swing Line Loans Commitments
. During the Revolving Commitment Period, subject to
the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to
Company in the aggregate amount up to but not exceeding the Swing Line Sublimit;
provided
,
after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization
of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period.
Swing Line Lenders Revolving Commitment shall expire on the Revolving Commitment Termination Date
and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans
and the Revolving Commitments shall be paid in full no later than such date.

(b)
Borrowing Mechanics for Swing Line Loans
.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $100,000 and integral
multiples of $100,000 in excess of that amount.

(ii) Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall
deliver to Administrative Agent a Funding Notice no later than 1:00 p.m. (New York City time) on
the proposed Credit Date.

(iii) Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 3:00 p.m. (New York City time) on the applicable Credit Date by
wire transfer of same day funds in Dollars, at the Administrative Agents Principal

33

Office. Except
as provided herein, upon satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Swing Line Loans available to Company on the
applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of
all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to
the account of Company at the Administrative Agents Principal Office, or to such other account as
may be designated in writing to Administrative Agent by Company.

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Company
pursuant to Section 2.12, Swing Line Lender may at any time in its sole and absolute discretion,
deliver to Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New York City
time) at least one (1) Business Day in advance of the proposed Credit Date, a notice (which shall
be deemed to be a Funding Notice given by Company) requesting that each Lender holding a Revolving
Commitment make Revolving Loans that are Base Rate Loans to Company on such Credit Date in an
amount equal to the amount of such Swing Line Loans (the
Refunded Swing Line Loans
) outstanding
on the date such notice is given which the Swing Line Lender requests Lenders to prepay.
Notwithstanding anything contained in this Agreement to the contrary, (1) the proceeds of such
Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by
the Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a
corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are
made, Swing Line Lenders Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be
paid with the proceeds of a Revolving Loan made by Swing Line Lender to Company, and such portion
of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and
shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute
part of Swing Line Lenders outstanding Revolving Loans to Company and shall be due under the
Revolving Loan Note issued by Company to Swing Line Lender. Company hereby authorizes
Administrative Agent and Swing Line Lender to charge Companys accounts with Administrative Agent
and Swing Line Lender (up to the amount available in each such account) in order to immediately pay
Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such
Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by the Swing Line
Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any
such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of
Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the
manner contemplated by Section 2.16.

(v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount
sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line
Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender,
each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased
a participation in such outstanding Swing Line Loans, and in an amount
equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest
thereon. Upon one (1) Business Days notice from Swing Line Lender, each Lender holding a
Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective
participation in the applicable unpaid amount in same day funds at the Principal Office of Swing
Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment
agrees to enter into a participation agreement at the request of Swing Line Lender in form and
substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a
Revolving Commitment fails to

34

make available to Swing Line Lender the amount of such Lenders
participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such
amount on demand from such Lender together with interest thereon for three Business Days at the
rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter
at the Base Rate, as applicable.

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lenders obligation
to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the
second preceding paragraph and each Lenders obligation to purchase a participation in any unpaid
Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and
unconditional and shall not be affected by any circumstance, including without limitation (A) any
set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing
Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or
continuation of a Default or Event of Default; (C) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any
breach of this Agreement or any other Credit Document by any party thereto; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing;
provided
that such obligations of each Lender are subject to the condition that Swing Line
Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable
Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such
Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such
condition not satisfied had been waived by Requisite Lenders prior to or at the time such Refunded
Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be
obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and
during the continuation of a Default or Event of Default or (B) at a time when a Funding Default or
Lender Insolvency Default exists unless Swing Line Lender has entered into arrangements
satisfactory to it and Company to eliminate Swing Line Lenders risk with respect to the Defaulting
Lenders participation in such Swing Line Loan, including by cash collateralizing such Defaulting
Lenders Pro Rata Share of the outstanding Swing Line Loans.

(vii) All Swing Line Loans must be, at all times, Base Rate Loans.

2.4 Pro Rata Shares; Availability of Funds
.

(a)
Pro Rata Shares
. All Loans shall be made, and all participations purchased, by
Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood
that no Lender shall be responsible for any default by any other Lender in such other Lenders
obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall
any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased
as a result of a default by any other Lender in such other Lenders obligation to make a Loan
requested hereunder or purchase a participation required hereby.

(b)
Availability of Funds
. Unless Administrative Agent shall have been notified by
any Lender prior to the applicable Credit Date that such Lender does not intend to make available
to Administrative Agent the amount of such Lenders Loan requested on such Credit Date,
Administrative Agent may assume that such Lender has made such amount available to Administrative
Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be
obligated to, make available to Company a corresponding amount on such Credit Date. If

35

such
corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Credit Date until the date such
amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the Base Rate. If such
Lender does not pay such corresponding amount forthwith upon Administrative Agents demand
therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for each day from such
Credit Date until the date such amount is paid to Administrative Agent, at the rate payable
hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.4(b) shall be
deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving
Commitments hereunder or to prejudice any rights that Company may have against any Lender as a
result of any default by such Lender hereunder.

2.5 Use of Proceeds
. All proceeds of the Closing Date Term Loans shall be applied by Company
to repay and refinance all amounts outstanding under the Existing Credit Agreement and to pay fees,
costs and expenses in connection therewith and, to the extent of any funds remaining thereafter,
for general corporate purposes. The proceeds of the Revolving Loans, Letters of Credit, Swing Line
Loans and any New Term Loans shall be applied by Company for working capital and general corporate
purposes of Company and its Subsidiaries, including Permitted Acquisitions. No portion of the
proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit
Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X
of the Board of Governors of the Federal Reserve System or any other regulation thereof or to
violate the Exchange Act.

2.6 Evidence of Debt; Register; Lenders Books and Records; Notes
.

(a)
Lenders Evidence of Debt
. Each Lender shall maintain on its internal records an
account or accounts evidencing the Indebtedness of Company to such Lender, including the amounts of
the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be prima facie evidence thereof;
provided
, failure to make any such recordation, or
any error in such recordation, shall not affect any Lenders Revolving Commitments or Companys
Obligations in respect of any applicable Loans; and
provided
further
, in the event
of any inconsistency between the Register and any Lenders records, the recordations in the
Register shall govern.

(b)
Register
. Administrative Agent (or its agent or sub-agent appointed by it) shall
maintain at the Principal Office a register for the recordation of the names and addresses of
Lenders and the Revolving Commitments and Loans of each Lender from time to time (the
Register
).
The Register, as in effect at the close of business on the preceding Business Day, shall be
available for inspection by Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the
Register the Revolving Commitments and the Loans, and each repayment or prepayment in respect of
the principal amount of the Loans, and any such recordation shall be conclusive and binding on
Company and each Lender, absent manifest error;
provided
, failure to make any such
recordation, or any error in such recordation, shall not affect any Lenders Revolving Commitments
or Companys Obligations in respect of any Loan. Company hereby designates Wells Fargo to serve as
Companys agent solely for purposes of maintaining the Register as provided in this Section 2.6,
and Company hereby agrees that,

(c)
Notes
. If so requested by any Lender by written notice to Company (with a copy to
Administrative Agent) at least two Business Days prior to the Closing Date, or at any time
thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so
specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6)
on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after
Companys receipt of such notice) a Note or Notes to evidence such Lenders Term Loan, Revolving
Loan or Swing Line Loan, as the case may be.

2.7 Interest on Loans
.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid
principal amount thereof from the date made through repayment (whether by acceleration or
otherwise) thereof as follows:

(i) in the case of Term Loans and Revolving Loans:

(1)

if a Base Rate Loan, at the Base
Rate
plus
the Applicable Margin; or

(2)

if a Eurodollar Rate Loan, at the
Adjusted Eurodollar Rate
plus
the Applicable Margin; and

(ii) in the case of Swing Line Loans, at the Base Rate plus the
Applicable Margin.

(b) The basis for determining the rate of interest with respect to any Loan (except a Swing
Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with
respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative
Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or
Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the applicable basis for
determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than twelve (12) Interest
Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or
a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) shall be automatically converted into a Base Rate
Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base
Rate Loan will remain as, or (if not then outstanding) shall be made as, a Base Rate Loan). In the
event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected an
Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Rate Determination Date, Administrative Agent shall determine (which determination shall
be prima facie evidence thereof) the interest rate that shall apply to the Eurodollar Rate Loans
for which

37

an interest rate is then being determined for the applicable Interest Period and shall
promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each
Lender.

(d) Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate
Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect
to a Term Loan, the preceding Interest Payment Date with respect to such Term Loan or, with respect
to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with
respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of
such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded;
provided
, if a Loan is repaid on the same day on which it is made, one days interest shall
be paid on that Loan.

(e) Interest on each Loan shall accrue and shall be payable in arrears on each Interest
Payment Date and at maturity, including final maturity;
provided
, that interest accruing in
accordance with Section 2.7(f)(ii) or Section 2.9 shall be payable on demand.

(f) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter
of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from
the date such drawing is honored to but excluding the date such amount is reimbursed by or on
behalf of Company at a rate equal to (i) for the period from the date such drawing is honored to
but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder
with respect to Revolving Loans that are Base Rate Loans, and (ii) from and after the applicable
Reimbursement Date (if not paid by the applicable Reimbursement Date), a rate which is 2% per annum
in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that
are Base Rate Loans.

(g) Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a
365/366-day year for the actual number of days elapsed in the period during which it accrues, and
shall be payable on demand or, if no demand is made, on the date on which the related drawing under
a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any
payment of interest pursuant to Section 2.7(f), Issuing Bank shall distribute to each Lender, out
of the interest received by Issuing Bank in respect of the period from the date such drawing is
honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such
drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount
that such Lender would have been entitled to receive in respect of the letter of credit fee that
would have been payable in respect of such Letter of Credit for such period if no drawing had been
honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by
Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each
Lender which has paid all amounts payable by it under Section 2.23(e) with respect to such honored
drawing such Lenders Pro Rata Share of any interest received by Issuing Bank in respect of that
portion of such honored drawing so reimbursed by Lenders for the period from the date on which
Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such
honored drawing is reimbursed by Company.

38

2.8 Conversion/Continuation
.

(a) Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred
and then be continuing, Company shall have the option:

(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to
$1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to
another Type of Loan;
provided
, a Eurodollar Rate Loan may only be converted on the
expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay
all amounts due under Section 2.17 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to
continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $1,000,000
in excess of that amount as a Eurodollar Rate Loan.

(b) Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later
than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance
of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of,
a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for
conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall
be bound to effect a conversion or continuation in accordance therewith.

2.9 Default Interest
. Upon the occurrence and during the continuance of an Event of Default
described in Section 8.1(a), the principal amount of all Loans and any interest payments on the
Loans or any fees or other amounts owed hereunder not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall, to the extent permitted by
applicable law, thereafter bear interest (including post-petition interest in any proceeding under
the Bankruptcy Code or other
applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the
interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of
any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate
otherwise payable hereunder for Base Rate Loans);
provided
, in the case of Eurodollar Rate
Loans, upon the expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and
shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the
interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the
increased rates of interest provided for in this Section 2.9 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or
limit any rights or remedies of Administrative Agent or any Lender.

2.10 Fees
.

(a) Company agrees to pay to Lenders having Revolving Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving
Commitments, and (b) the sum of (x) the aggregate principal amount of

39

outstanding Revolving Loans
(but not any outstanding Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the
Applicable Revolving Commitment Fee Percentage; and

(ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are
Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn
under all such Letters of Credit (regardless of whether any conditions for drawing could then be
met and determined as of the close of business on any date of determination).

(b) [Reserved].

(c) Company agrees to pay directly to Issuing Bank, for its own account, the following fees:

(i) a per annum fronting fee separately agreed between the Issuing Bank and Company, times the
average aggregate daily maximum amount available to be drawn under all Letters of Credit
(determined as of the close of business on any date of determination); and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment
of a Letter of Credit as are in accordance with Issuing Banks standard schedule for such charges
and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(d) All fees referred to in Section 2.10(a) shall be calculated on the basis of a 360-day
year, and the actual number of days elapsed and shall be payable quarterly in arrears on April 1,
July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving Commitment Termination
Date.

(e) In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees
in the amounts and at the times separately agreed upon, including but not limited to any closing
fees for the benefit of the Lenders set forth in that certain fee letter dated as of July 16, 2010
among Company, the Lead Arrangers, the Administrative Agent and the Syndication Agent (as it may be
amended, supplemented or otherwise modified from time to time).

2.11 Scheduled Payments
. The principal amount of the Closing Date Term Loans shall be repaid
in consecutive quarterly installments (each, an
Installment
) in the aggregate amounts set forth
below on the last day of each Fiscal Quarter (each, an
Installment Date
) commencing December 31,
2010:

Closing Date Term

Installment Date

Loan Installments

December 31, 2010

$

6,250,000

March 31, 2011

$

6,250,000

June 30, 2011

$

6,250,000

September 30, 2011

$

6,250,000

December 31, 2011

$

6,250,000

40

Closing Date Term

Installment Date

Loan Installments

March 31, 2012

$

6,250,000

June 30, 2012

$

6,250,000

September 30, 2012

$

6,250,000

December 31, 2012

$

9,375,000

March 31, 2013

$

9,375,000

June 30, 2013

$

9,375,000

September 30, 2013

$

9,375,000

December 31, 2013

$

9,375,000

March 31, 2014

$

9,375,000

June 30, 2014

$

9,375,000

September 30, 2014

$

9,375,000

December 31, 2014

$

12,500,000

March 31, 2015

$

12,500,000

June 30, 2015

$

12,500,000

Closing Date Term Loan Maturity Date

$

337,500,000

;
provided
, in the event any New Term Loans are made, such New Term Loans shall be
repaid on each Installment Date occurring on or after the applicable Increased Amount Date in an
amount not in excess of the product of (i) the aggregate principal amount of New Term Loans of the
applicable Series of New Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the
amount of all
other Term Loans being repaid on such Installment Date and (z) the total aggregate principal
amount of all other Term Loans outstanding on such Increased Amount Date.

Notwithstanding the foregoing, (y) such Installments shall be reduced in connection with any
voluntary or mandatory prepayments of the Term Loans in accordance with Sections 2.12, 2.13 and
2.14 as applicable; and (z) the Closing Date Term Loans and the New Term Loans, together with all
other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later
than the Closing Date Term Loan Maturity Date and the New Term Loan Maturity Date, respectively.

2.12 Voluntary Prepayments/Commitment Reductions
.

(a)
Voluntary Prepayments
.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans, Company may prepay, any such Loans
on any Business Day in whole or in part, in an aggregate minimum amount of
$1,000,000 and integral multiples of $500,000 in excess of that amount;

41

(2) with respect to Eurodollar Rate Loans, Company may prepay, any such
Loans on any Business Day in whole or in part in an aggregate minimum amount
of $2,000,000 and integral multiples of $1,000,000 in excess of that amount;
and

(3) with respect to Swing Line Loans, Company may prepay, any such Loans
on any Business Day in whole or in part in an aggregate minimum amount of
$100,000, and in integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

(1) upon not less than one Business Days prior written or telephonic
notice in the case of Base Rate Loans;

(2) upon not less than three Business Days prior written or telephonic
notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the
case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 1:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly confirmed in writing
to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or
original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or
telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such
notice, the principal
amount of the Loans specified in such notice shall become due and payable on the prepayment date
specified therein.

(b)
Voluntary Commitment Reductions
.

(i) Company may, upon not less than three Business Days prior written or telephonic notice
confirmed in writing to Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable
Lender), at any time and from time to time terminate in whole or permanently reduce in part,
without premium or penalty, the Revolving Commitments in an amount up to the amount by which the
Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such
proposed termination or reduction;
provided
, any such partial reduction of the Revolving
Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of
$1,000,000 in excess of that amount.

(ii) Companys notice to Administrative Agent shall designate the date (which shall be a
Business Day) of such termination or reduction and the amount of any partial reduction, and such
termination or reduction of the Revolving Commitments shall be effective on the date specified in
Companys notice and shall reduce the Revolving Commitment of each Lender proportionately to its
Pro Rata Share thereof.

2.13 Mandatory Prepayments/Commitment Reductions
.

42

(a)
Asset Sales
. No later than the first Business Day following the date of
receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay
the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section
2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds;
provided
, (i) so long
as no Default or Event of Default shall have occurred and be continuing, and (ii) so long as the
reinvestment of any such Net Asset Sale Proceeds are considered Consolidated Capital Expenditures
in the determination of the Fixed Charge Coverage Ratio, Company shall have the option, directly or
through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within two hundred
seventy (270) days of receipt thereof in long term productive assets of the general type used in
the business of Company and its Subsidiaries, including the purchase of one or more businesses and
any real estate related to such businesses;
provided further
, pending any such investment
all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent
outstanding (without a reduction in Revolving Commitments). Notwithstanding the foregoing,
proceeds received by Holdings or any of its Subsidiaries from sale lease back transactions
permitted under Section 6.11 shall be subject to the prepayment requirements set forth in Section
6.11 and not the prepayment requirements set forth in this Section 2.13(a).

(b)
Insurance/Condemnation Proceeds
. No later than the first Business Day following
the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee,
of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount
equal to such Net Insurance/Condemnation Proceeds;
provided
, (i) so long as no Default or
Event of Default shall have occurred and be continuing, and (ii) so long as the reinvestment of any
such Net Insurance/Condemnation Proceeds are considered Consolidated Capital Expenditures in
determination of the Fixed Charge Coverage Ratio, Company shall have the option, directly or
through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within
two hundred seventy (270) days of receipt thereof in long term productive assets of the general
type used in the business of Holdings and its Subsidiaries, which investment may include the
repair, restoration or replacement of the applicable assets thereof;
provided further
,
pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall
be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving
Commitments).

(c) [Reserved].

(d)
Issuance of Debt
. On the date of receipt by Holdings or any of its Subsidiaries
of any Cash proceeds from incurrence of any Indebtedness of Holdings or any of its Subsidiaries
(other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1),
Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set
forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting
discounts and commissions and other reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses.

(e) [Reserved].

(f)
Revolving Loans and Swing Loans
. Company shall from time to time prepay
first
,
the Swing Line Loans, and
second
, the Revolving Loans to the extent necessary so that the Total

43

Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments
then in effect.

(g)
Prepayment Certificate
. Concurrently with any prepayment of the Loans and/or
reduction of the Revolving Commitments pursuant to Sections 2.13(a) through 2.13(e) or Section
6.11, Company shall deliver to Administrative Agent a certificate of an Authorized Officer
demonstrating the calculation of the amount of the applicable net proceeds. In the event that
Company shall subsequently determine that the actual amount received exceeded the amount set forth
in such certificate, Company shall promptly make an additional prepayment of the Loans and/or the
Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Company
shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer
demonstrating the derivation of such excess.

2.14 Application of Prepayments/Reductions.

(a)
Application of Voluntary Prepayments by Class of Loans
. Any prepayment of any
Loan pursuant to Section 2.12(a) shall be applied as specified by Company in the applicable notice
of prepayment (for the sake of clarity, including the order of application to scheduled
Installments of principal of the Term Loans to the extent any such prepayment is applied to the
Term Loans);
provided
, in the event Company fails to specify the Loans to which any such
prepayment shall be applied, such prepayment shall be applied as follows:

first
, to repay outstanding Swing Line Loans to the full extent thereof;

second
, to repay outstanding Revolving Loans to the full extent thereof; and

third
, to repay the Term Loans on a pro rata basis (in accordance with the
respective outstanding principal amounts of each Class thereof) and shall be further
applied on a pro rata basis to each scheduled Installment of principal of the Term
Loans (including, for the avoidance of doubt, the Installment due on the Term Loan
Maturity Date for the applicable Class).

(b)
Application of Mandatory Prepayments by Class of Loans
. Any amount required to be
paid pursuant to Sections 2.13(a) through 2.13(e) or Section 6.11 shall be applied as follows:

first
, to prepay Term Loans on a pro rata basis (in accordance with the
respective outstanding principal amounts of each Class thereof) and shall be further
applied in direct order of maturity to each scheduled Installment of principal of the
Term Loans (including, for the avoidance of doubt, the Installment due on the Term
Loan Maturity Date for the applicable Class);

second
, to prepay the Swing Line Loans to the full extent thereof and to
permanently reduce the Revolving Commitments by the amount of such prepayment;

third
, to prepay the Revolving Loans to the full extent thereof and to further
permanently reduce the Revolving Commitments by the amount of such prepayment;

44

fourth
, to prepay outstanding reimbursement obligations with respect to Letters
of Credit and to further permanently reduce the Revolving Commitments by the amount
of such prepayment;

fifth
, to cash collateralize Letters of Credit and to further permanently reduce
the Revolving Commitments by the amount of such cash collateralization; and

sixth
, to further permanently reduce the Revolving Commitments to the full
extent thereof.

(c)
Application of Prepayments of Loans by Type of Loan
. Considering each Class of
Loans being prepaid separately as set forth above, any prepayment thereof shall be applied first to
Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each
case in a manner which minimizes the amount of any payments required to be made by Company pursuant
to Section 2.17(c).

2.15 General Provisions Regarding Payments.

(a) All payments by Company of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or
condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on
the date due at the Principal Office designated by the Administrative Agent for the account of
Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after
that time on such due date shall be deemed to have been paid by Company on the next succeeding
Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary
prepayments of Revolving Loans) shall include payment of accrued interest on the principal amount
being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any
Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the
payment of interest before application to principal.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute
to each Lender at such address as such Lender shall indicate in writing, such Lenders applicable
Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together
with all other amounts due thereto, including, without limitation, all fees payable with respect
thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

(e) Subject
to the provisos set forth in the definition of

Interest Period

as they may apply
to Eurodollar Rate Loans, whenever any payment to be made hereunder with respect to any Loan shall
be stated to be due on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall

45

be included in the computation of the payment of interest hereunder or of the Revolving Commitment
fees hereunder.

(f) Company hereby authorizes Administrative Agent to charge Companys accounts with
Administrative Agent in order to cause timely payment to be made to Administrative Agent of all
principal, interest, fees and expenses due hereunder (subject to sufficient funds being available
in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is
not made in same day funds prior to 1:00 p.m. (New York City time) to be a non-conforming payment.
Any such payment shall not be deemed to have been received by Administrative Agent until the later
of (i) the time such funds become available funds, and (ii) the applicable next Business Day.
Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender
(confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute
or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest
shall continue to accrue on any principal as to which a non-conforming payment is made until such
funds become available funds (but in no event less than the period from the date of such payment to
the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.9 from
the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default shall have occurred and be continuing and not otherwise been
waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1,
notwithstanding Section 2.14, all payments or proceeds received by Agents hereunder in respect of
any of the Obligations, shall be applied in accordance with the application arrangements described
in Section 6.5 of the Pledge and Security Agreement.

2.16 Ratable Sharing.
Lenders hereby agree among themselves that, except as otherwise provided in the Collateral
Documents with respect to amounts realized from the exercise of rights with respect to Liens on the
Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment
of Loans made and applied in accordance with the terms hereof), through the exercise of any right
of set-off or bankers lien, by counterclaim or cross action or by the enforcement of any right
under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate
amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder
or under the other Credit Documents (collectively, the
Aggregate Amounts Due
to such Lender)
which is greater than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment
shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b)
apply a portion of such payment to purchase participations (which it shall be deemed to have
purchased from each seller of a participation simultaneously upon the receipt by such seller of its
portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them;
provided
, if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of
Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent of such

46

recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any
holder of a participation so purchased may exercise any and all rights of bankers lien, set-off or
counterclaim with respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation held by that holder.
The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by
Company pursuant to and in accordance with the express terms of this Agreement or (b) any payment
obtained by any Lender as consideration for the assignment or sale of a participation in any of its
Loans or other Obligations owed to it.

2.17 Making or Maintaining Eurodollar Rate Loans
.

(a)
Inability to Determine Applicable Interest Rate
. In the event that Administrative
Agent shall have determined (which determination shall be prima facie evidence thereof), on any
Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided for in the definition
of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile
or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon
(i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Company
with respect to the Loans in respect of which such determination was made shall be deemed to be
rescinded by Company.

(b)
Illegality or Impracticability of Eurodollar Rate Loans
. In the event that on any
date any Lender shall have determined (which determination shall be prima facie evidence thereof,
but shall be made only after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule, regulation,
guideline or order not having the force of law even though the failure to comply therewith would
not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after
the date hereof which materially and adversely affect the London interbank market or the position
of such Lender in that market, then, and in any such event, such Lender shall be an
Affected
Lender
and it shall on that day give notice (by telefacsimile or by telephone confirmed in
writing) to Company and Administrative Agent of such determination (which notice Administrative
Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected
Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the
Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or
continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lenders obligation to maintain its
outstanding Eurodollar Rate Loans (the
Affected Loans
) shall be terminated at the earlier to
occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or
when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans
on the date of such termination. Notwithstanding the foregoing, to the extent a determination by
an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Company shall have the
option, subject to the

47

provisions of Section 2.17(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone
confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected
Lender gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to,
Eurodollar Rate Loans in accordance with the terms hereof.

(c)
Compensation for Breakage or Non-Commencement of Interest Periods
. Company shall
compensate each Lender, upon written request by such Lender (which request shall set forth the
basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including
any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar
Rate Loans and any loss, expense or liability sustained by such Lender in connection with the
liquidation or re-employment of such funds but excluding loss of anticipated profits) which such
Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any
Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a
telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic
request for conversion or continuation; (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an
Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate
Loans is not made on any date specified in a notice of prepayment given by Company.

(d)
Booking of Eurodollar Rate Loans
. Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an
Affiliate of such Lender.

(e)
Assumptions Concerning Funding of Eurodollar Rate Loans
. Calculation of all
amounts payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though
such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of
a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and
having a maturity comparable to the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in
the United States of America;
provided
,
however
, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized
only for the purposes of calculating amounts payable under this Section 2.17 and under Section
2.18.

2.18 Increased Costs; Capital Adequacy.

(a)
Compensation For Increased Costs and Taxes
. Subject to the provisions of Section
2.19 (which shall be controlling with respect to the matters covered thereby), in the event that
any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(a)) shall
determine (which determination shall be prima facie evidence thereof) that a change to or the
adoption of any law, treaty or governmental rule, regulation or order, or in the interpretation,
administration or application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or governmental authority,
in each case that becomes

48

effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects
such Lender (or its applicable lending office) to any additional Tax (other than any franchise Tax
or a Tax on the overall net income of such Lender) with respect to this Agreement or any of the
other Credit Documents or any of its obligations hereunder or thereunder or any payments to such
Lender (or its applicable lending office) of principal, interest, fees or any other amount payable
hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal,
emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other requirements with respect
to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or
(iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such
Lender (or its applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing
to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by
such Lender (or its applicable lending office) with respect thereto; then, in any such case,
Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next
sentence, such additional amount or amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender in its sole discretion shall determine)
as may be necessary to compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall deliver to Company (with a copy to
Administrative Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement
shall be prima facie evidence thereof.

(b)
Capital Adequacy Adjustment
. In the event that any Lender (which term shall
include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption,
effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or
any provision thereof) regarding capital adequacy, or any change therein or in the interpretation
or administration thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender (or its applicable
lending office) with any guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to, such Lenders Loans
or Revolving Commitments or Letters of Credit, or participations therein or other obligations
hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or
such controlling corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within five Business Days
after receipt by Company from such Lender of the statement referred to in the next sentence,
Company shall pay to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver
to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b),
which statement shall be prima facie evidence thereof.

49

(c)
Dodd-Frank Wall Street Reform and Consumer Protection Act
. For purposes of this
Section 2.18, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules,
regulations, orders, requests, guidelines or directives in connection therewith are deemed to have
been adopted and gone into effect after the date of this Agreement.

(d)
Effect of Failure or Delay in Requesting Compensation
. Failure or delay on the
part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.18 shall
not constitute a waiver of such Lenders or such Issuing Banks right to demand such compensation;
provided that Company shall not be required to compensate a Lender or any Issuing Bank pursuant to
this Section 2.18 for any increased costs or reduction in the rate of return on capital incurred
more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies
Company of the matter giving rise to such increased costs or reduction in the rate of return on
capital and of such Lenders or such Issuing Banks intention to claim compensation therefor;
provided, further that, if the matter giving rise to such increased costs or reduction in the rate
of return on capital is retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. No Lender or Issuing Bank may make any demand
pursuant to this Section 2.18 more than 180 days after the Revolving Commitment Termination Date or
the Term Loan Maturity Date, as applicable.

2.19 Taxes; Withholding, etc.

(a)
Payments to Be Free and Clear
. All sums payable by any Credit Party hereunder and
under the other Credit Documents shall (except to the extent required by law) be paid free and
clear of, and without any deduction or withholding on account of, any Tax (other than a franchise
Tax or a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or
assessed by or within the United States of America or any political subdivision in or of the United
States of America or any other jurisdiction from or to which a payment is made by or on behalf of
any Credit Party.

(b)
Withholding of Taxes
. If any Credit Party or any other Person is required by law
to make any deduction or withholding on account of any such Tax from any sum paid or payable by any
Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for
purposes of this Section 2.19(b)) under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such requirement as soon as
Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties
attach thereto, such payment to be made (if the liability to pay is imposed on any Credit
Party) for its own account or (if that liability is imposed on Administrative Agent or such
Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender;
(iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding
or payment is required shall be increased to the extent necessary to ensure that, after the making
of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be,
receives on the due date a net sum equal to what it would have received had no such deduction,
withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum
from which it is required by law to make any deduction or withholding, and within thirty (30) days
after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such
deduction, withholding or payment and of the remittance thereof to the relevant taxing or other
authority;

50

provided
, no such additional amount shall be required to be paid to any Lender
or Administrative Agent under clause (iii) above except to the extent that any change after the
date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date)
or after the effective date of the Assignment Agreement pursuant to which such Lender became a
Lender (in the case of each other Lender) in any requirement mentioned therein for a deduction,
withholding or payment shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the
case may be, in respect of payments to such Lender or Administrative Agent.

(c)
Evidence of Exemption From U.S. Withholding Tax.
(i) Each Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a
Non-US Lender
)
shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date
(in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or
prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of
each other Lender), and at such other times as may be necessary in the determination of Company or
Administrative Agent (each in the reasonable exercise of its discretion), (A) two original copies
of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor
forms), properly completed and duly executed by such Lender, and such other documentation required
under the Internal Revenue Code and reasonably requested by Company to establish that such Lender
is not subject to deduction or withholding of United States federal income tax with respect to any
payments to such Lender of principal, interest, fees or other amounts payable under any of the
Credit Documents, or (B) if such Lender is not a

bank

or other Person described in Section
881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two original
copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly
executed by such Lender, and such other documentation required under the Internal Revenue Code and
reasonably requested by Company to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to such Lender of
interest payable under any of the Credit Documents. Each Lender required to deliver any forms,
certificates or other evidence with respect to United States federal income tax withholding matters
pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any
material respect, that such Lender shall promptly deliver to Administrative Agent for transmission
to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor form), or a Certificate re Non-Bank Status and two
original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may
be, properly completed and duly executed by such Lender, and such other documentation required
under the Internal Revenue Code and reasonably requested by Company to confirm or establish that
such Lender is not subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and
Company of its inability to deliver any such forms, certificates or other evidence. Company shall
not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii) if
such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to
in the first sentence of this Section 2.19(c), or (2) to notify Administrative Agent and Company of
its inability to deliver any such forms, certificates or other evidence, as the case may be;
provided
, if such Lender shall have satisfied the requirements of the first sentence of
this Section 2.19(c) on the Closing Date or on the date of the Assignment Agreement pursuant to
which it became

51

a Lender, as applicable, nothing in this last sentence of Section 2.19(c) shall
relieve Company of its obligation to pay any additional amounts pursuant to Section 2.18(a) in the
event that, as a result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or application thereof,
such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to withholding as described
herein.

(ii) If any non-corporate Lender is a United States Person as such term is defined in the
Internal Revenue Code, such Lender shall deliver to Administrative Agent on or prior to the Closing
Date or on or prior to the date of the Assignment Agreement, pursuant to which it becomes a Lender
(in the case of each other Lender) two original copies of Internal Revenue Service Form W-9 (or any
successor forms), properly completed and duly executed by such Lender and such other documentation
required under the Internal Revenue Code to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to such principal, interest, fees
or other amounts payable under the any of the Credit Documents.

2.20 Obligation to Mitigate.
Each Lender (which term shall include Issuing Bank for purposes of this Section 2.20)
agrees that, as promptly as practicable after the officer of such Lender responsible for
administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to become an Affected
Lender or that would entitle such Lender to receive payments under Section 2.17, 2.18 or 2.19, it
will, to the extent not inconsistent with the internal policies of such Lender and any applicable
legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof the circumstances
which would cause such Lender to be an Affected Lender would cease to exist or the additional
amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.17, 2.18
or 2.19 would be materially reduced and if, as determined by such Lender in its sole but reasonable
discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or
Letters of Credit through such other office or in accordance with such other measures, as the case
may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit
or the interests of such Lender;
provided
, such Lender will not be obligated to utilize
such other office pursuant to this Section 2.20 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other
office as described above. A certificate as to the amount of any such expenses payable by Company
pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such
amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be prima
facie evidence thereof.

2.21 Defaulting Lenders
. Anything contained herein to the contrary notwithstanding, if any Lender, (x) other than at
the direction or request of any regulatory agency or authority, defaults (a
Funds Defaulting
Lender
) in its obligation to fund (a
Funding Default
) any Revolving Loan or its portion of any
unreimbursed payment under Section 2.3(b)(iv) or Section 2.23(e) (in each case, a
Defaulted Loan
)
or (y) is deemed insolvent or becomes the subject of an insolvency, bankruptcy, dissolution,
liquidation or reorganization proceeding, or if any Lender or any substantial part of its property
becomes the subject of an appointment of a receiver, intervenor or conservator, or a trustee or
similar officer, or becomes the subject of a bankruptcy proceeding (a 
Lender Insolvency Default
)
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency, conservatorship,

52

receivership or similar law now or hereafter
in effect (such Lender, an 
Insolvency Defaulting
Lender
 and, together with any Funds Defaulting Lenders, the 
Defaulting Lenders
 and each a

Defaulting Lender
), then: (a) during any Default Period with respect to such Defaulting Lender,
such Defaulting Lender shall be deemed not to be a Lender for purposes of calculating Requisite
Lenders or Requisite Class Lenders (including the granting of any consents or waivers) with respect
to any of the Credit Documents and Company shall pay to Administrative Agent such additional
amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as
security for Companys reimbursement Obligations in respect of Letters of Credit and Swing Line
Loans then outstanding (such amount not to exceed such Defaulting Lenders obligations under
Sections 2.3 and 2.23); (b) solely with respect to any Funds Defaulting Lender that is not an
Insolvency Defaulting Lender, to the extent permitted by applicable law, until such time as the
Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any
voluntary prepayment of the Revolving Loans shall, if Company so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting
Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were
zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Company so directs at the
time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but
not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender, it being understood and agreed that Company shall be
entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid
to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b);
(c) such Defaulting Lenders Revolving Commitment and outstanding Revolving Loans and such
Defaulting Lenders Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of
calculating the Revolving Commitment fee payable to Lenders in respect of any day during any
Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be
entitled to receive any Revolving Commitment fee pursuant to Section 2.10 with respect to such
Defaulting Lenders Revolving Commitment in respect of any Default Period with respect to such
Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of
determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of
such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise
affected, and, except as otherwise expressly provided in this Section 2.21, performance by Company of its obligations hereunder
and the other Credit Documents shall not be excused or otherwise modified as a result of any
Funding Default or Lender Insolvency Default or the operation of this Section 2.21. The rights and
remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and
remedies which Company may have against such Defaulting Lender with respect to any Funding Default
or Lender Insolvency Default and which Administrative Agent or any Lender may have against such
Defaulting Lender with respect to any Funding Default or Lender Insolvency Default.

2.22 Removal or Replacement of a Lender
. Anything contained herein to the contrary notwithstanding, in the event that: (a) any
Lender (an
Increased-Cost Lender
) shall give notice to Company that such Lender is an Affected
Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, the
circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender
to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice
within five Business Days after Companys request for such withdrawal; or (b) any Lender shall
become a Defaulting Lender, the Default Period for such Defaulting Lender shall remain in effect,
and such Defaulting Lender shall fail to cure the default as a result of which it has become a
Defaulting Lender within five Business Days after Companys request

53

that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with
respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders
(each a
Non-Consenting Lender
) whose consent is required shall not have been obtained; then, with
respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the
Terminated Lender
), Company may, by giving written notice to Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such
Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving
Commitments, if any, in full to one or more Eligible Assignees (each a
Replacement Lender
) in
accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable
thereunder in connection with such assignment (other than with respect to any Terminated Lender
that is an Insolvency Defaulting Lender, in which case such fees shall be payable by Company);
provided
, (1) on the date of such assignment, the Replacement Lender shall pay to
Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all
unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore
unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such
assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section
2.17(c), 2.18 or 2.19 or otherwise as if it were a prepayment; and (3) in the event such Terminated
Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such
assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender;
provided
, Company may not make such election with respect to any Terminated Lender that is
also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused
each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all
amounts owing to any Terminated Lender and the termination of such Terminated Lenders Revolving
Commitments, if any, such Terminated Lender shall no longer
constitute a

Lender

for purposes
hereof;
provided
, any rights of such Terminated Lender to indemnification hereunder shall
survive as to such Terminated Lender. Each Lender agrees that if Company exercises its option hereunder to cause an assignment by such Lender as a
Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written
notice of such election, execute and deliver all documentation necessary to effectuate such
assignment in accordance with Section 10.6. In the event that a Lender does not comply with the
requirements of the immediately preceding sentence within one Business Day after receipt of such
notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver
such documentation as may be required to give effect to an assignment in accordance with Section
10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so
executed by the Administrative Agent shall be effective for purposes of documenting an assignment
pursuant to Section 10.6.

2.23 Issuance of Letters of Credit and Purchase of Participations Therein
.

(a)
Letters of Credit
. During the Revolving Commitment Period, subject to the terms
and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company
in the aggregate amount up to but not exceeding the Letter of Credit Sublimit;
provided
,
(i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of
Credit shall not be less than $10,000 or such lesser amount as is acceptable to Issuing Bank; (iii)
after giving effect to such issuance, in no event shall the Total Utilization of Revolving
Commitments exceed the

54

Revolving Commitments then in effect; (iv) after giving effect to such
issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in
effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the
earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from
the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial
Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan
Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such
commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise
unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank
may agree that a standby Letter of Credit will automatically be extended for one or more successive
periods not to exceed one year each, unless Issuing Bank elects not to extend for any such
additional period;
provided
, Issuing Bank shall not extend any such Letter of Credit if it
has received written notice that an Event of Default has occurred and is continuing at the time
Issuing Bank must elect to allow such extension;
provided
,
further
, in the event a
Funding Default or Lender Insolvency Default exists, Issuing Bank shall not be required to issue
any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and
Company to eliminate Issuing Banks risk with respect to the participation in Letters of Credit of
the Defaulting Lender, including by cash collateralizing such Defaulting Lenders Pro Rata Share of
the Letter of Credit Usage.

(b)
Notice of Issuance
. Whenever Company desires the issuance of a Letter of Credit,
it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City
time) at least three Business Days (in the case of standby letters of credit) or five Business Days
(in the case of commercial letters of credit), or in each case such shorter period as may be agreed
to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon
satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the
requested Letter of Credit only in accordance with Issuing Banks standard operating procedures.
Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit,
Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which
notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of
Credit and the amount of such Lenders respective participation in such Letter of Credit pursuant
to Section 2.23(e).

(c)
Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments
.
In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof,
Issuing Bank shall be responsible only to examine the documents delivered under such Letter of
Credit with reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between Company and Issuing
Bank, Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance
and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for and issuance of any such Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii)
failure of the beneficiary of any such Letter of Credit to comply fully with any conditions
required in order to draw upon such Letter of Credit;

55

(iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise,
whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make a drawing under
any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary
of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii)
any consequences arising from causes beyond the control of Issuing Bank, including any Governmental
Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Banks
rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action
taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents
and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to
any liability on the part of Issuing Bank to Company. Notwithstanding anything to the contrary
contained in this Section 2.23(c), Company shall retain any and all rights it may have against
Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of
Issuing Bank.

(d)
Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit
. In the
event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately
notify Company and Administrative Agent, and Company shall reimburse Issuing Bank on or before the
Business Day immediately following the date on which such drawing is honored (the
Reimbursement
Date
) in an amount in Dollars and in same day funds equal to the amount of such honored drawing;
provided
, anything contained herein to the contrary notwithstanding, (i) unless Company
shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time)
on the date such drawing is honored that Company intends to reimburse Issuing Bank for the amount
of such honored drawing with funds other than the proceeds of Revolving Loans, Company shall be
deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with
Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in
an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction
or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on
the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by
Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and
provided
further
, if for any reason proceeds of Revolving Loans are not received by
Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing,
Company shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess
of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any,
which are so received. Nothing in this Section 2.23(d) shall be deemed to relieve any Lender with
a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set
forth herein, and Company shall retain any and all rights it may have against any Lender resulting
from the failure of such Lender to make such Revolving Loans under this Section 2.23(d).

(e)
Lenders Purchase of Participations in Letters of Credit
. Immediately upon the
issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to
have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in
such Letter of Credit and any drawings honored thereunder in an amount equal to such Lenders Pro
Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any
time may become available to be drawn thereunder. In the event that Company shall fail for any
reason to reimburse Issuing Bank as provided in Section 2.23(d), Issuing Bank shall promptly notify
each

56

Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of
such Lenders respective participation therein based on such Lenders Pro Rata Share of the
Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Issuing
Bank an amount equal to its respective participation, in Dollars and in same day funds, at the
office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on
the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is
located) after the date notified by Issuing Bank. In the event that any Lender with a Revolving
Commitment fails to make available to Issuing Bank on such business day the amount of such Lenders
participation in such Letter of Credit as provided in this Section 2.23(e), Issuing Bank shall be
entitled to recover such amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks
and thereafter at the Base Rate. Nothing in this Section 2.23(e) shall be deemed to prejudice the
right of any Lender with a Revolving Commitment to recover from Issuing Bank any amounts made
available by such Lender to Issuing Bank pursuant to this Section in the event that it is
determined that the payment with respect to a Letter of Credit in respect of which payment was made
by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In
the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.23(e)
for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such
Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this
Section 2.23(e) with respect to such honored drawing such Lenders Pro Rata Share of all payments
subsequently received by Issuing Bank from Company in reimbursement of such honored drawing when
such payments are received. Any such distribution shall be made to a Lender at its primary address
set forth below its name on Appendix B or at such other address as such Lender may request.

(f)
Obligations Absolute
. The obligation of Company to reimburse Issuing Bank for
drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by
Lenders pursuant to Section 2.23(d) and the obligations of Lenders under Section 2.23(e) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of validity or
enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right
which Company or any Lender may have at any time against a beneficiary or any transferee of any
Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender
or any other Person or, in the case of a Lender, against Company, whether in connection herewith,
the transactions contemplated herein or any unrelated transaction (including any underlying
transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of
Credit was procured); (iii) any draft or other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit
against presentation of a draft or other document which does not substantially comply with the
terms of such Letter of Credit; (v) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries;
(vi) any breach hereof or of any other Credit Document by any party thereto; (vii) any other
circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the
fact that an Event of Default or a Default shall have occurred and be continuing;
provided
,
in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in
question.

57

(g)
Indemnification
. Without duplication of any obligation of Company under
Section 10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to
protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees,
expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank
may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter
of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct
of Issuing Bank, as determined by a final, non-appealable judgment of a court of competent
jurisdiction, or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made
under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing
under any such Letter of Credit as a result of its compliance with any Governmental Act.

2.24 Incremental Facilities
. Company may by written notice to Administrative Agent elect to
request (A) prior to the Revolving Commitment Termination Date, an increase to the existing
Revolving Loan Commitments (any such increase, the
New Revolving Loan Commitments
) and/or (B) the
establishment of one or more new term loan commitments (the
New Term Loan Commitments
), by an
amount not in excess of $100,000,000 in the aggregate and not less than $10,000,000 individually
(or such lesser amount which shall be approved by Administrative Agent), and integral multiples of
$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an
Increased Amount Date
) on which Company proposes that the New Revolving Loan Commitments or New
Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10
Business Days after the date on which such notice is delivered to Administrative Agent (or such
later date as may be agreed to by the Administrative Agent), and (B) the identity of each Lender or
other Person that is an Eligible Assignee (each, a
New Revolving Loan Lender
or
New Term Loan
Lender,
as applicable) to whom Company proposes any portion of such New Revolving Loan Commitments
or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations;
provided
that any Lender approached to provide all or a portion of the New Revolving Loan
Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a
New Revolving Loan Commitment or New Term Loan Commitment. Such New Revolving Loan Commitments or
New Term Loan Commitments shall become effective, as of such Increased Amount Date;
provided
that (1) no Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments,
as applicable; (2) both before and after giving effect to the making of any Series of New Term
Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) Company and its
Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8
as of the last day of the most recently ended Fiscal Quarter after giving effect to such New
Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan
Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more
Joinder Agreements executed and delivered by the New Revolving Loan Lender or New Term Loan Lender,
as applicable, Company and the Administrative Agent, each of which Joinder Agreements shall be
recorded in the Register and each New Revolving Loan Lender or New Term Loan Lender, as applicable,
shall be subject to the requirements set forth in Section 2.19(c); (5) Company shall make any
payments required pursuant to such Joinder Agreements and pursuant to Section 2.17(c) in connection
with the New Revolving Loan Commitments or New Term Loan Commitments; and (6) Company shall deliver
or cause to be delivered any legal opinions or other documents reasonably requested by
Administrative Agent in

58

connection with any such transaction. Any New Term Loans made on an Increased Amount Date
shall be designated a separate series (a
Series
) of New Term Loans for all purposes of this
Agreement.

On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to
the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall
assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall
purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued
interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall
be necessary in order that, after giving effect to all such assignments and purchases, such
Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably
in accordance with their Revolving Commitments after giving effect to the addition of such New
Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment
shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a
New
Revolving Loan
) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving
Loan Lender shall become a Lender with respect to the Revolving Loans and all matters relating
thereto.

On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term
Loan Lender of any Series shall make a Loan to Company (a
New Term Loan
) in an amount equal to
its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall
become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New
Term Loans of such Series made pursuant thereto.

Administrative Agent shall notify Lenders promptly upon receipt of Companys notice of each
Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New
Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of
such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the
respective interests in such Revolving Lenders Revolving Loans, in each case subject to the
assignments contemplated by this Section.

The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans.
The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall
be, except as otherwise set forth below or in the Joinder Agreement (in which case they must be
reasonably satisfactory to the Administrative Agent in its discretion), identical to the Closing
Date Term Loans. In any event (i) the weighted average life to maturity of all New Term Loans of
any Series shall be no shorter than the remaining weighted average life to maturity of the Closing
Date Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter
than the final maturity of the Closing Date Term Loans, and (iii) the yield applicable to the New
Term Loans of each Series shall be as determined by Company and the applicable new Lenders and
shall be set forth in each applicable Joinder Agreement;
provided
however
that the
yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or
original issue discount payable with respect to such New Term Loans and any minimum Adjusted
Eurodollar Rate or minimum Base Rate) shall not be greater than the applicable yield payable
pursuant to the terms of this Agreement as amended through the date of such calculation with
respect to the Closing Date Term Loans (including any upfront fees or original issue discount
payable to the initial Lenders hereunder) plus 0.25% per annum unless the interest rate with
respect to the Closing Date Term Loans is increased so as to equal

59

the yield applicable to the New Term Loans (after giving effect to all upfront or similar fees
or original issue discount payable with respect to such New Term Loans and any minimum Adjusted
Eurodollar Rate or minimum Base Rate) less 0.25% per annum. Each Joinder Agreement may, without the
consent of any other Lenders, effect such amendments to this Agreement and the other Credit
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of this Section 2.24.

For the avoidance of doubt, any New Term Loans, New Term Loan Commitments, New Revolving Loans
and New Revolving Loan Commitments shall constitute Obligations, Guaranteed Obligations and Secured
Obligations of the Credit Parties and shall rank pari passu with the Closing Date Term Loans,
Revolving Commitments and Revolving Loans.

SECTION 3. CONDITIONS PRECEDENT

3.1 Closing Date
. The obligation of any Lender to make a Credit Extension on the Closing Date
is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following
conditions on or before the Closing Date:

(a)
Credit Documents
. Administrative Agent shall have received sufficient copies of
each Credit Document (other than the Notes) originally executed and delivered by each applicable
Credit Party for each Lender and shall have received an executed Note or Notes for each Lender
requesting a Note or Notes.

(b)
Organizational Documents; Incumbency
. Administrative Agent shall have received
(i) copies of the Organizational Documents of each Credit Party, to the extent applicable,
certified as of a recent date by the appropriate governmental official, each dated the Closing Date
or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each
Credit Party executing the Credit Documents to which it is a party; (iii) resolutions of the Board
of Directors or similar governing body of each Credit Party approving and authorizing the
execution, delivery and performance of this Agreement and the other Credit Documents or by which it
or its assets may be bound as of the Closing Date, certified as of the Closing Date by its
secretary or an assistant secretary as being in full force and effect without modification or
amendment; (iv) a good standing certificate from the applicable Governmental Authority of each
Credit Partys jurisdiction of incorporation, organization or formation, each dated a recent date
prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably
request.

(c)
Organizational and Capital Structure
. The organizational structure and capital
structure of Holdings and its Subsidiaries, shall be as set forth on Schedule 4.1.

(d)
Existing Credit Agreement
. On the Closing Date, Holdings and its Subsidiaries
shall have (i) repaid in full the Existing Credit Agreement, (ii) terminated any commitments to
lend or make other extensions of credit thereunder, and (iii) delivered to Administrative Agent all
documents or instruments necessary to release all Liens securing the Existing Credit Agreement or
other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date.

(e)
Transaction Costs
. On or prior to the Closing Date, Company shall have delivered
to Administrative Agent Companys reasonable best estimate of the Transaction Costs (other than
fees payable to any Agent).

60

(f)
Governmental Authorizations and Consents
. Each Credit Party shall have obtained
all Governmental Authorizations and all consents of other Persons, in each case that are necessary
or advisable in connection with the transactions contemplated by the Credit Documents and each of
the foregoing shall be in full force and effect and in form and substance reasonably satisfactory
to Administrative Agent. All applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority which would restrain, prevent or otherwise
impose adverse conditions on the transactions contemplated by the Credit Documents or the financing
thereof and no action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for any applicable
agency to take action to set aside its consent on its own motion shall have expired.

(g)
Solvency Certificate
. On the Closing Date, Administrative Agent shall have
received a Solvency Certificate in form, scope and substance satisfactory to Administrative Agent,
and demonstrating that after giving effect to the financings and the other transactions
contemplated by the Credit Documents to occur on or prior to the Closing Date and any rights of
contribution, each Credit Party is and will be Solvent.

(h)
Personal Property Collateral
. In order to create in favor of Collateral Agent,
for the benefit of Secured Parties, a valid and perfected First Priority security interest in the
personal property Collateral, Collateral Agent shall have received:

(i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of
their obligations under the Pledge and Security Agreement and the other Collateral Documents
(including, without limitation, their obligations to execute and deliver UCC financing statements,
originals of securities, instruments and chattel paper);

(ii) a completed UCC Questionnaire dated the Closing Date and executed by an Authorized
Officer of each Credit Party, together with all attachments contemplated thereby;

(iii) evidence that each Credit Party shall have taken or caused to be taken any other action,
executed and delivered or caused to be executed and delivered any other agreement, document and
instrument and made or caused to be made any other filing and recording (other than as set forth
herein) reasonably required by Collateral Agent.

(i)
Financial Statements; Projections
. Lenders shall have received from Holdings (i)
the Historical Financial Statements, (ii) pro forma consolidated financial statements of Holdings
and its Subsidiaries as of the last day of and for the four-quarter period most recently ended
prior to the Closing Date for which financial statements are available, giving pro forma effect to
the financings and the other transactions contemplated by the Credit Documents to occur on or prior
to the Closing Date, which pro forma financial statements shall be in form and substance
satisfactory to Administrative Agent, and (iii) projected consolidated financial statements of
Holdings and its Subsidiaries, which will be quarterly for the first year after the Closing Date
and annually thereafter through and including 2015 (the
Projections
), which Projections shall not
be inconsistent with information provided to the Lead Arrangers prior to the delivery of the
Commitment Letter.

(j)
Evidence of Insurance
. Administrative Agent shall have received a certificate
from Holdings insurance broker or other evidence satisfactory to it that all insurance required to
be

61

maintained pursuant to Section 5.5 is in full force and effect and that Collateral Agent, for
the benefit of the Secured Parties has been named as additional insured and loss payee thereunder
to the extent required under Section 5.5, together with endorsements reasonably requested by
Collateral Agent.

(k)
Opinion of Counsel to Credit Parties
. Lenders and their respective counsel shall
have received originally executed copies of the favorable written opinion of Akin Gump Strauss
Hauer & Feld LLP, counsel for Credit Parties, dated as of the Closing Date and in form and
substance reasonably satisfactory to Administrative Agent.

(l)
Fees
. Company shall have paid to the Agents the fees payable on the Closing Date
referred to in Section 2.10(e).

(m)
Closing Date Certificate
. Holdings and Company shall have delivered to the
Administrative Agent an originally executed Closing Date Certificate, together with all attachments
thereto.

(n)
No Litigation
. There shall not exist any action, suit, investigation, litigation
or proceeding or other legal or regulatory developments, pending or threatened in any court or
before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative
Agent, singly or in the aggregate, materially impairs the transactions contemplated by the Credit
Documents, or that could have a Material Adverse Effect.

(o)
Completion of Proceedings
. All partnership, corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all documents incidental
thereto not previously found acceptable by Administrative Agent or Syndication Agent and its
counsel shall be satisfactory in form and substance to Administrative Agent and Syndication Agent
and such counsel, and Administrative Agent, Syndication Agent and such counsel shall have received
all such counterpart originals or certified copies of such documents as Administrative Agent or
Syndication Agent may reasonably request.

(p)
Funding Notice
. Company shall have delivered to Administrative Agent a fully
executed Funding Notice with respect to the Closing Date Term Loans and any Revolving Loans to be
made on the Closing Date.

(q)
Credit Rating
. If requested by the Lead Arrangers in connection the financings
and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing
Date, Company shall have received a refreshed corporate family rating and a refreshed corporate
rating, respectively, from each of Moodys and S&P, and the Closing Date Term Loans shall have been
assigned a credit rating from each of Moodys and S&P.

(r)
Closing Date
. Lenders shall have made the Closing Date Term Loans to Company on
or before September 17, 2010.

(s)
Patriot Act
. At least 10 days prior to the Closing Date, the Lenders shall have
received all documentation and other information required by bank regulatory authorities under
applicable know-your-customer and anti-money laundering rules and regulations, including the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the
Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each
Credit Document and each other document required to be approved by any Agent, Requisite Lenders or
Lenders, as applicable on the Closing Date.

3.2 Conditions to Each Credit Extension.

(a)
Conditions Precedent
. The obligation of each Lender to make any Loan, or Issuing
Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to
the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice;

(ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization
of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii) as of such Credit Date, the representations and warranties contained herein and in the
other Credit Documents shall be true and correct in all material respects on and as of that Credit
Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects on and as
of such earlier date;
provided
that, in each case, the foregoing materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof;

(iv) as of such Credit Date, no event shall have occurred and be continuing or would result
from the consummation of the applicable Credit Extension that would constitute an Event of Default
or a Default; and

(v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have
received (i) a fully executed and delivered Issuance Notice, (ii) all other information required by
the applicable Issuance Notice and (iii) such other documents or information as Issuing Bank may
reasonably require in connection with the issuance of such Letter of Credit.

(b)
Notices
. Any Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative
Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or
issuance of a Letter of Credit, as the case may be;
provided
each such notice shall be
promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or
before the applicable date of borrowing or continuation/conversion. Neither Administrative Agent
nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred
to above that Administrative Agent believes in good faith to have been given by a duly authorized
officer or other person authorized on behalf of Company or for otherwise acting in good faith.

63

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each
Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and
Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true
and correct:

4.1 Organization; Requisite Power and Authority; Qualification
. Each of Holdings and its
Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and
authority to own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry
out the transactions contemplated thereby, and (c) is qualified to do business and in good standing
in every jurisdiction where its assets are located and wherever necessary to carry out its business
and operations, except in jurisdictions where the failure to be so qualified or in good standing
has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2 Capital Stock and Ownership
. The Capital Stock of each of Holdings and its Subsidiaries
has been duly authorized and validly issued and is fully paid and non-assessable. Except as set
forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right,
commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring,
and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries
outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its
Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of
its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its
Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its
Subsidiaries in their respective Subsidiaries as of the Closing Date.

4.3 Due Authorization
. The execution, delivery and performance of the Credit Documents have
been duly authorized by all necessary action on the part of each Credit Party that is a party
thereto.

4.4 No Conflict
. The execution, delivery and performance by Credit Parties of the Credit
Documents to which they are parties and the consummation of the transactions contemplated by the
Credit Documents do not and will not (a) violate any provision of any law or any governmental rule
or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or
other agency of government binding on Holdings or any of its Subsidiaries except to the extent such
violation could not be reasonably expected to have a Material Adverse Effect; (b) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict,
breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in
or require the creation or imposition of any Lien upon any of the properties or assets of Holdings
or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor
of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders,
members or partners or any approval or consent of any Person under any Contractual Obligation of
Holdings or any of its

64

Subsidiaries, except for such approvals or consents which will be obtained on or before the
Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the
failure of which to obtain will not have a Material Adverse Effect.

4.5 Governmental Consents
. The execution, delivery and performance by Credit Parties of the
Credit Documents to which they are parties and the consummation of the transactions contemplated by
the Credit Documents do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any Governmental Authority except for filings and
recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent
for filing and/or recordation, as of the Closing Date.

4.6 Binding Obligation
. Each Credit Document has been duly executed and delivered by each
Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit
Party, enforceable against such Credit Party in accordance with its respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors rights generally or by equitable principles relating to enforceability.

4.7 Historical Financial Statements
. The Historical Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial position, on a
consolidated basis, of the Persons described in such financial statements as at the respective
dates thereof and the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the case of any such
unaudited financial statements, to changes resulting from audit and normal year-end adjustments.
As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability
or liability for taxes, long-term lease or unusual forward or long-term commitment that is not
reflected in the Historical Financial Statements or the notes thereto and which in any such case is
material in relation to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Holdings and any of its Subsidiaries taken as a whole.

4.8 [Reserved]
.

4.9 No Material Adverse Change
. Since December 31, 2009, no event or change has occurred that
has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10 No Restricted Junior Payments
. Since December 31, 2009, neither Holdings nor any of its
Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or
property for, any Restricted Junior Payment or agreed to do so except as permitted pursuant to
Section 6.5.

4.11 Adverse Proceedings, etc
. There are no Adverse Proceedings, individually or in the
aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings
nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department,

65

commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.12 Payment of Taxes
. Except as otherwise permitted under Section 5.3, all federal and state
income tax returns and all other material tax returns and reports of Holdings and its Subsidiaries
required to be filed by any of them have been timely filed, and all taxes shown on such tax returns
to be due and payable and all material assessments, fees and other governmental charges upon
Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and
franchises which are due and payable have been paid when due and payable. Holdings knows of no
proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively
contested by Holdings or such Subsidiary in good faith and by appropriate proceedings;
provided
, such reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

4.13 Properties
.

(a)
Title
. Each of Holdings and its Subsidiaries has (i) good, sufficient and
marketable legal title to (in the case of fee interests in real property), (ii) valid leasehold
interests in (in the case of leasehold interests in real or personal property), and (iii) good
title to (in the case of all other personal property), all of their respective properties and
assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and
in the most recent financial statements delivered pursuant to Section 5.1, in each case except for
assets disposed of since the date of such financial statements in the ordinary course of business
or as otherwise permitted under Section 6.9. Except as permitted by this Agreement, all such
properties and assets are free and clear of Liens.

(b)
Real Estate
. As of the Closing Date, Schedule 4.13 contains a true, accurate and
complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of
leases (together with all amendments, modifications, supplements, renewals or extensions of any
thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit
Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under
such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately
preceding sentence is in full force and effect and Holdings does not have knowledge of any default
that has occurred and is continuing thereunder, and each such agreement constitutes the legally
valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party
in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors rights generally or
by equitable principles.

4.14 Environmental Matters
. Neither Holdings nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, to
the knowledge of Holdings or any of its Subsidiaries, or any Hazardous Materials Activity that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Neither Holdings nor any of its Subsidiaries has received any letter or request for information
under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. § 9604) or any comparable state law. There are and, to each of Holdings and its
Subsidiaries knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities
which could reasonably be expected to form the basis of an Environmental Claim against Holdings or
any of its

66

Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to any Credit Partys
knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and
none of Holdings or any of its Subsidiaries operations involves the generation, transportation,
treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
state equivalent except for such filings, generation, transportation, treatment, storage or
disposal that could not reasonably be expected to have a Material Adverse Effect. Compliance with
all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws
could not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect. No event or condition has occurred or is occurring with respect to Holdings or any of its
Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any
Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be
expected to have, a Material Adverse Effect.

4.15 No Defaults
. Neither Holdings nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or conditions contained
in any of its Contractual Obligations, and no condition exists which, with the giving of notice or
the lapse of time or both, could constitute such a default, except where the consequences, direct
or indirect, of such default or defaults, if any, could not reasonably be expected to have a
Material Adverse Effect.

4.16 Governmental Regulation
. Neither Holdings nor any of its Subsidiaries is subject to
regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur Indebtedness or which
may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any
of its Subsidiaries is a

registered investment company

or is

controlled

by a

registered
investment company

or a

principal underwriter

of a

registered investment company

as such terms
are defined in the Investment Company Act of 1940.

4.17 Margin Stock
. Neither Holdings nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will
be used to purchase or carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent
with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve
System.

4.18 Employee Matters
. Neither Holdings nor any of its Subsidiaries is engaged in any unfair
labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a)
no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the
best knowledge of Holdings and Company, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the best
knowledge of Holdings and Company, threatened against any of them, (b) no strike or work stoppage
in existence or threatened involving Holdings or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect, and (c) to the best knowledge of Holdings and Company,
no union representation question existing with respect to the employees of Holdings or any of its
Subsidiaries and, to the best knowledge of Holdings and Company, no union organization activity
that

67

is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above,
either individually or in the aggregate) such as is not reasonably likely to have a Material
Adverse Effect.

4.19 Employee Benefit Plans
. Holdings, each of its Subsidiaries and each of their respective
ERISA Affiliates are in material compliance with all applicable provisions and requirements of
ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder
with respect to each Employee Benefit Plan, and have substantially performed all their obligations
under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the
Internal Revenue Service or an application for such a letter is currently being processed by the
Internal Revenue Service with respect thereto and, to the knowledge of Holdings, its Subsidiaries,
and each of their ERISA Affiliates, nothing has occurred which would prevent, or cause the loss of,
such qualification. No material liability to the PBGC (other than required premium payments), the
Internal Revenue Service, any Employee Benefit Plan or any Trust established under Title IV of
ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their
ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except to the
extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee
Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise)
for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates. As of the most recent valuation date for any Pension Plan, the amount of benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all
Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which
assets exceed benefit liabilities), does not exceed $3,500,000. As of the most recent valuation
date for each Multiemployer Plan for which the actuarial report is available, the potential
liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans,
based on information available pursuant to Section 4221(e) of ERISA, does not exceed $3,500,000.
Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the
requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in
material

default

(as defined in Section 4219(c)(5) of ERISA) with respect to payments to a
Multiemployer Plan.

4.20 Certain Fees
. No brokers or finders fee or commission will be payable with respect
hereto or any of the transactions contemplated hereby, except those brokers and finders fees
otherwise disclosed to the Agents prior to the Closing Date.

4.21 Solvency
. Each Credit Party is and, upon the incurrence of any Obligation by such Credit
Party on any date on which this representation and warranty is made, will be, Solvent.

4.22 [Reserved]

4.23 Subordination
. The subordination provisions of any Permitted Seller Notes or other
Subordinated Indebtedness are enforceable against the holders thereof, and the loans and other
obligations thereunder are and will be within the definition of

Subordinated Indebtedness

or

Subordinated Debt

, or similar term, as applicable, included in such provisions.

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4.24 Compliance with Statutes, etc
. Each of Holdings and its Subsidiaries is in compliance
with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all Governmental Authorities, in respect of the conduct of its business and the ownership of
its property (including compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits issued under such
Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any
of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

4.25 Disclosure
. No representation or warranty of any Credit Party contained in any Credit
Document or in any other documents, certificates or written statements (excluding any projections,
pro-forma financial information or estimates) furnished to Lenders by or on behalf of Holdings or
any of its Subsidiaries for use in connection with the transactions contemplated hereby, when taken
as a whole, together with the Public Disclosure (as modified or supplemented after the Closing Date
by other information furnished to the Lenders or publicly disclosed, in each case prior to the
occurrence of an Event of Default pursuant to Section 8.1(d)), contains any untrue statement of a
material fact or omits to state a material fact (known to Holdings or Company, in the case of any
document not furnished by either of them) necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by Holdings or Company to be reasonable at the time made,
it being recognized by Lenders that such projections as to future events are not to be viewed as
facts and that actual results during the period or periods covered by any such projections may
differ from the projected results by a material amount. There are no facts known (or which should
upon the reasonable exercise of diligence be known) to Holdings or Company (other than matters of a
general economic nature) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect and that have not been disclosed herein, in the Public
Disclosure, or in such other documents, certificates and statements furnished to Lenders for use in
connection with the transactions contemplated hereby.

4.26 U.S. Foreign Corrupt Practices Act and OFAC
. No Credit Party or any Affiliate thereof (i)
is a Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned Entities or (iii)
derives more than 10% of its operating income from investments in, or transactions with, Sanctioned
Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used
to (i) make any payments to any governmental official or employee, political party, official of a
political party, candidate for political office, or anyone else acting in an official capacity, in
order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended, or (ii) fund any operations in,
finance any investments or activities in, or make any payments to, a Sanctioned Person or a
Sanctioned Entity.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until
payment in full of all Obligations, each Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 5.

5.1 Financial Statements and Other Reports
. Holdings will deliver to Administrative Agent and
Lenders:

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(a) [Reserved];

(b)
Quarterly Financial Statements
. As soon as available, and in any event within
forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year,
the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income, stockholders equity and cash flows of
Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in
reasonable detail, together with a Financial Officer Certification and a Narrative Report with
respect thereto;

(c)
Annual Financial Statements
. As soon as available, and in any event within ninety
(90) days after the end of each Fiscal Year, (i) the consolidated balance sheet of Holdings and its
Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income,
stockholders equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting
forth in each case in comparative form the corresponding figures for the previous Fiscal Year and
the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial
statements, in reasonable detail, together with a Financial Officer Certification and a Narrative
Report with respect thereto; and (ii) with respect such consolidated financial statements a report
thereon of independent certified public accountants of recognized national standing selected by
Holdings, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as
to going concern and scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated in conformity with GAAP applied on a basis consistent with prior years
(except as otherwise disclosed in such financial statements) and that the examination by such
accountants in connection with such consolidated financial statements has been made in accordance
with generally accepted auditing standards) together with a written statement by such independent
certified public accountants stating whether, in connection with their audit examination, any
condition or event that constitutes a Default or an Event of Default under Section 8 hereof has
come to their attention and, if such a condition or event has come to their attention, specifying
the nature and period of existence thereof; provided that such accountants shall not be liable by
reason of any failure to obtain knowledge of any such Default or Event of Default that would not be
disclosed in the course of their audit examination;

(d)
Compliance Certificate
. Together with each delivery of financial statements of
Holdings and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed
Compliance Certificate;

(e)
Statements of Reconciliation after Change in Accounting Principles
. If, as a
result of any change in accounting principles and policies from those used in the preparation of
the Historical Financial Statements, the consolidated financial statements of Holdings and its
Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect
from the consolidated financial statements that would have been delivered pursuant to such
subdivisions had no such change in accounting principles and policies been made, then, together
with the first delivery of such financial statements after such change, one or more statements of
reconciliation for all such prior financial statements in form and substance satisfactory to
Administrative Agent;

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(f)
Notice of Default
. Promptly upon any officer of Holdings or Company obtaining
knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that
notice has been given to Holdings or Company with respect thereto; (ii) that any Person has given
any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any
event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change
that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a
certificate of its Authorized Officers specifying the nature and period of existence of such
condition, event or change, or specifying the notice given and action taken by any such Person and
the nature of such claimed Event of Default, Default, default, event or condition, and what action
Holdings has taken, is taking and proposes to take with respect thereto;

(g)
Notice of Litigation
. Promptly upon any officer of Holdings or Company obtaining
knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not
previously disclosed in writing by Company to Lenders, or (ii) any material development in any
Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be
reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other information as may be
reasonably available to Holdings or Company to enable Lenders and their counsel to evaluate such
matters;

(h)
ERISA
. (i) Promptly upon becoming aware of the occurrence any ERISA Event, a
written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any
of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue Service, the Department of
Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any
of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service
with respect to each Pension Plan; (2) the most recent actuarial valuation report for each Pension
Plan; (3) all notices received by Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (4) copies of
such other documents or governmental reports or filings relating to any Employee Benefit Plan as
Administrative Agent shall reasonably request;

(i)
Financial Plan
. As soon as practicable and in any event no later than ninety (90)
days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such
Fiscal Year and the next three succeeding Fiscal Years (a
Financial Plan
), including (i) a
forecasted consolidated balance sheet and forecasted consolidated statements of income and cash
flows of Holdings and its Subsidiaries for each such Fiscal Year, together with a schedule
demonstrating compliance with the financial covenants required by Section 6.8 and an explanation of
the assumptions on which such forecasts are based and (ii) forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each quarter of the current Fiscal Year,
together with an explanation of the assumptions on which such forecasts are based;

(j)
Insurance Report
. As soon as practicable and in any event by the last day of each
Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all
material insurance coverage maintained as of the date of such report by Holdings and its
Subsidiaries

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and all material insurance coverage planned to be maintained by Holdings and its Subsidiaries
in the immediately succeeding Fiscal Year;

(k)
Notice of Change in Board of Directors
. With reasonable promptness, written
notice of any change in the board of directors (or similar governing body) of Holdings or Company;

(l)
Notice Regarding Material Contracts
. Promptly, and in any event within ten (10)
Business Days (i) after any Material Contract of Holdings or any of its Subsidiaries is terminated
or amended in a manner that is materially adverse to Holdings or such Subsidiary, as the case may
be, or (ii) any new Material Contract is entered into, a written statement describing such event,
with copies of such material amendments or new contracts, delivered to Administrative Agent (to the
extent such delivery is permitted by the terms of any such Material Contract;
provided
, no
such prohibition on delivery shall be effective if it were bargained for by Holdings or its
applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an
explanation of any actions being taken with respect thereto;

(m)
Environmental Reports and Audits
. As soon as practicable following receipt
thereof, copies of all environmental audits and reports with respect to environmental matters at
any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries
which, in any such case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;

(n)
Information Regarding Collateral
. Company will furnish to the Collateral Agent
prompt written notice of any change (i) in any Credit Partys corporate name, (ii) in the location
of any Credit Partys chief executive office, its jurisdiction of organization, its principal place
of business, any office in which it maintains books or records relating to Collateral owned by it
or any office or facility at which Collateral (other than real property and improvements and
fixtures thereto) owned by it with a book value in excess of $250,000 is located (including the
establishment of any such new office or facility), (iii) in any Credit Partys identity or
corporate structure or (iv) in any Credit Partys Federal Taxpayer Identification Number. Company
agrees not to effect or permit any change referred to in the preceding sentence unless all filings
have been made under the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral and for the Collateral at all times following
such change to have a valid, legal and perfected security interest as contemplated in the
Collateral Documents. Company also agrees promptly to notify the Collateral Agent if any material
portion of the Collateral is damaged or destroyed;

(o)
Annual Collateral Verifications
. Each year, no later than thirty (30) days after
the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to
Section 5.1, Company shall deliver to the Collateral Agent an Officers Certificate (i) either
confirming that there has been no change in such information since the date of the UCC
Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered
pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform
Commercial Code financing statements (including fixtures filings, as applicable) or other
appropriate filings, recordings or registrations, have been filed of record in each governmental,
municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above
(or in such updated UCC Questionnaire) to the extent necessary to protect and perfect the security
interests under the Collateral Documents for a

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period of not less than 18 months after the date of such certificate (except as noted therein
with respect to any continuation statements to be filed within such period); and

(p)
Other Information
. (A) Promptly upon their becoming available, copies of (i) all
financial statements, reports, notices and proxy statements sent or made available generally by
Holdings to its security holders acting in such capacity or by any Subsidiary of Holdings to its
security holders other than Holdings or another Subsidiary of Holdings, (ii) all regular and
periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any
of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or
any governmental or private regulatory authority, (iii) all press releases and other statements
made available generally by Holdings or any of its Subsidiaries to the public concerning material
developments in the business of Holdings or any of its Subsidiaries, and (B) such other information
and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably
requested by Administrative Agent or any Lender.

5.2 Existence
. Except as otherwise permitted under Section 6.9, each Credit Party will, and
will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its
existence and all rights and franchises, licenses and permits material to its business;
provided
, no Credit Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Persons board of directors (or similar
governing body) shall determine that the preservation thereof is no longer desirable in the conduct
of the business of such Person, and that the loss thereof is not disadvantageous in any material
respect to such Person or to Lenders.

5.3 Payment of Taxes and Claims
. Each Credit Party will, and will cause each of its
Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of
any of its income, businesses or franchises before any penalty or fine accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums that have become due
and payable and that by law have or may become a Lien upon any of its properties or assets, prior
to the time when any penalty or fine shall be incurred with respect thereto;
provided
, no
such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as (a) an adequate reserve or other
appropriate provision, as shall be required in conformity with GAAP shall have been made therefor,
and (b) in the case of a charge or claim which has or may become a Lien against any of the
Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the
Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income Tax return with any
Person (other than Holdings or any of its Subsidiaries).

5.4 Maintenance of Properties
. Each Credit Party will, and will cause each of its Subsidiaries
to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear
and tear excepted, all material properties used or useful in the business of Holdings and its
Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals
and replacements thereof, and each Credit Party shall defend any Collateral against all Persons at
any time claiming any interest therein other than Permitted Liens.

5.5 Insurance
. Holdings will maintain or cause to be maintained, with financially sound and
reputable insurers, such public liability insurance, third party property damage insurance,
business

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interruption insurance and casualty insurance with respect to liabilities, losses or damage in
respect of the assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for such Persons. Without limiting the generality of the
foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to
each Flood Hazard Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of the Board of
Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the
Collateral under such policies of insurance,